exv10w1






Exhibit 10.1




US $200,000,000




FACILITY AGREEMENT




dated     17     December 2009




between




GULFMARK OFFSHORE, INC

(as Parent and Original Guarantor)




and




GULFMARK AMERICAS, INC.

(as Borrower)




and




THE ROYAL BANK OF SCOTLAND PLC

(as Original Lender, Arranger, Agent and Security Agent)











McGrigors LLP

Princes Exchange

1 Earl Grey Street

EDINBURGH

EH3 9AQ

Tel: +44 (0)131 777 7000

Fax: +44 (0)131 777 7003

E-Mail: enquiries@mcgrigors.com

Web Site: http://www.mcgrigors.com




 









 





TABLE OF CONTENTS



	 	 	 	 	 	 	 
	Clause	 	Heading	 	Page No.
	 
	 	 	 	 	 	 
	1

	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	1.1

	 	Definitions
	 	 	1	 
	1.2

	 	Construction
	 	 	22	 
	1.3

	 	Third party rights
	 	 	23	 
	1.4

	 	Accounting Terms; GAAP
	 	 	23	 
	 
	 	 	 	 	 	 
	2

	 	THE FACILITY
	 	 	24	 
	2.1

	 	The Facility
	 	 	24	 
	2.2

	 	Finance Parties’ rights and obligations
	 	 	24	 
	2.3

	 	Parent’s Agent
	 	 	24	 
	 
	 	 	 	 	 	 
	3

	 	PURPOSE
	 	 	24	 
	3.1

	 	Purpose
	 	 	24	 
	3.2

	 	Monitoring
	 	 	24	 
	 
	 	 	 	 	 	 
	4

	 	CONDITIONS OF UTILISATION
	 	 	24	 
	4.1

	 	Initial conditions precedent
	 	 	24	 
	4.2

	 	Further conditions precedent
	 	 	25	 
	4.3

	 	Single drawdown and maximum number of Loans
	 	 	25	 
	 
	 	 	 	 	 	 
	5

	 	UTILISATION
	 	 	26	 
	5.1

	 	Delivery of a Utilisation Request
	 	 	26	 
	5.2

	 	Completion of a Utilisation Request for Loans
	 	 	26	 
	5.3

	 	Currency and amount
	 	 	26	 
	5.4

	 	Original Lenders’ Advance
	 	 	26	 
	5.5

	 	Limitations on Loans
	 	 	26	 
	5.6

	 	Cancellation of Commitment
	 	 	26	 
	 
	 	 	 	 	 	 
	6

	 	REPAYMENT
	 	 	27	 
	6.1

	 	Repayment of Loan
	 	 	27	 
	6.2

	 	Effect of cancellation and prepayment on scheduled repayments and reductions
	 	 	27	 
	 
	 	 	 	 	 	 
	7

	 	ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION
	 	 	28	 
	7.1

	 	Illegality
	 	 	28	 
	7.2

	 	Voluntary cancellation
	 	 	28	 
	7.3

	 	Voluntary prepayment of Loans
	 	 	28	 
	7.4

	 	Right of cancellation and repayment in relation to a single Lender
	 	 	28	 
	 
	 	 	 	 	 	 
	8

	 	MANDATORY PREPAYMENT
	 	 	29	 
	 
	 	 	 	 	 	 
	9

	 	RESTRICTIONS
	 	 	29	 
	9.1

	 	Notices of Cancellation or Prepayment
	 	 	29	 
	9.2

	 	Interest and other amounts
	 	 	29	 
	9.3

	 	No reborrowing of Facility
	 	 	29	 
	9.4

	 	Prepayment in accordance with Agreement
	 	 	29	 
	9.5

	 	No reinstatement of Commitments
	 	 	29	 
	9.6

	 	Agent’s receipt of Notices
	 	 	29	 
	9.7

	 	Effect of Repayment and Prepayment on Commitments
	 	 	30	 
	 
	 	 	 	 	 	 
	10

	 	INTEREST
	 	 	31	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Heading	 	Page No.
	 
	10.1

	 	Calculation of interest
	 	 	31	 
	10.2

	 	Payment of interest
	 	 	31	 
	10.3

	 	Default interest
	 	 	31	 
	10.4

	 	Notification of rates of interest
	 	 	31	 
	 
	 	 	 	 	 	 
	11

	 	INTEREST PERIODS
	 	 	32	 
	11.1

	 	Selection of Interest Periods and Terms
	 	 	32	 
	11.2

	 	Changes to Interest Periods
	 	 	32	 
	11.3

	 	Non-Business Days
	 	 	32	 
	11.4

	 	Division and consolidation of Loans
	 	 	32	 
	 
	 	 	 	 	 	 
	12

	 	CHANGES TO THE CALCULATION OF INTEREST
	 	 	33	 
	12.1

	 	Absence of quotations
	 	 	33	 
	12.2

	 	Market disruption
	 	 	33	 
	12.3

	 	Changes in market circumstances
	 	 	33	 
	12.4

	 	Break Costs
	 	 	34	 
	 
	 	 	 	 	 	 
	13

	 	FEES
	 	 	34	 
	13.1

	 	Commitment fee
	 	 	34	 
	13.2

	 	Arrangement fee
	 	 	34	 
	 
	 	 	 	 	 	 
	14

	 	TAX GROSS UP AND INDEMNITIES
	 	 	35	 
	14.1

	 	Definitions
	 	 	35	 
	14.2

	 	Tax gross-up
	 	 	36	 
	14.3

	 	Tax indemnity
	 	 	38	 
	14.4

	 	Tax Credit
	 	 	39	 
	14.5

	 	Lender Status Confirmation
	 	 	39	 
	 
	 	 	 	 	 	 
	15

	 	INCREASED COSTS
	 	 	39	 
	15.1

	 	Increased costs
	 	 	39	 
	15.2

	 	Increased cost claims
	 	 	40	 
	15.3

	 	Exceptions
	 	 	40	 
	 
	 	 	 	 	 	 
	16

	 	OTHER INDEMNITIES
	 	 	40	 
	16.1

	 	Currency indemnity
	 	 	40	 
	16.2

	 	Other indemnities
	 	 	41	 
	16.3

	 	Indemnity to the Agent
	 	 	41	 
	16.4

	 	Indemnity to the Security Agent
	 	 	41	 
	 
	 	 	 	 	 	 
	17

	 	MITIGATION BY THE LENDERS
	 	 	42	 
	17.1

	 	Mitigation
	 	 	42	 
	17.2

	 	Limitation of liability
	 	 	42	 
	 
	 	 	 	 	 	 
	18

	 	COSTS AND EXPENSES
	 	 	42	 
	18.1

	 	Transaction expenses
	 	 	42	 
	18.2

	 	Amendment costs
	 	 	43	 
	18.3

	 	Security Agent’s ongoing costs
	 	 	43	 
	18.4

	 	Enforcement and preservation costs
	 	 	43	 
	 
	 	 	 	 	 	 
	19

	 	GUARANTEE AND INDEMNITY
	 	 	44	 
	19.1

	 	Guarantee and indemnity
	 	 	44	 
	19.2

	 	Continuing Guarantee
	 	 	44	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Heading	 	Page No.
	 
	19.3

	 	Reinstatement
	 	 	44	 
	19.4

	 	Waiver of defences
	 	 	44	 
	19.5

	 	Guarantor Intent
	 	 	45	 
	19.6

	 	Immediate recourse
	 	 	45	 
	19.7

	 	Appropriations
	 	 	45	 
	19.8

	 	Deferral of Guarantors’ rights
	 	 	46	 
	19.9

	 	Release of Guarantors’ right of contribution
	 	 	46	 
	19.10

	 	Additional security
	 	 	47	 
	 
	 	 	 	 	 	 
	20

	 	REPRESENTATIONS
	 	 	48	 
	20.1

	 	General
	 	 	48	 
	20.2

	 	Status
	 	 	48	 
	20.3

	 	Binding obligations
	 	 	48	 
	20.4

	 	Non-conflict with other obligations
	 	 	48	 
	20.5

	 	Power and authority
	 	 	48	 
	20.6

	 	Validity and admissibility in evidence
	 	 	49	 
	20.7

	 	Governing law and enforcement
	 	 	49	 
	20.8

	 	Insolvency
	 	 	49	 
	20.9

	 	No filing or stamp taxes
	 	 	49	 
	20.10

	 	Deduction of Tax
	 	 	50	 
	20.11

	 	No default
	 	 	50	 
	20.12

	 	No misleading information
	 	 	50	 
	20.13

	 	Financial Statements
	 	 	50	 
	20.14

	 	No proceedings pending or threatened
	 	 	51	 
	20.15

	 	No breach of laws
	 	 	51	 
	20.16

	 	Environmental laws
	 	 	51	 
	20.17

	 	Taxation
	 	 	52	 
	20.18

	 	Security and Financial Indebtedness
	 	 	52	 
	20.19

	 	Ranking
	 	 	52	 
	20.20

	 	Good title to assets
	 	 	52	 
	20.21

	 	Legal and beneficial ownership
	 	 	52	 
	20.22

	 	Shares
	 	 	52	 
	20.23

	 	Group Structure Chart
	 	 	53	 
	20.24

	 	Accounting reference date
	 	 	53	 
	20.25

	 	Material contracts
	 	 	53	 
	20.26

	 	No adverse consequences
	 	 	53	 
	20.27

	 	Times when representations made
	 	 	53	 
	20.28

	 	ERISA Event, Margin Stock and “Investment Company”
	 	 	54	 
	 
	 	 	 	 	 	 
	21

	 	INFORMATION UNDERTAKINGS
	 	 	54	 
	21.1

	 	Financial statements
	 	 	55	 
	21.2

	 	Provision and contents of Compliance Certificate
	 	 	55	 
	21.3

	 	Requirements as to financial statements
	 	 	55	 
	21.4

	 	Budget
	 	 	56	 
	21.5

	 	Group companies
	 	 	57	 
	21.6

	 	Quarterly fleet contract summary report
	 	 	57	 
	21.7

	 	Presentations
	 	 	57	 
	21.8

	 	Year-end
	 	 	57	 
	21.9

	 	Information: miscellaneous
	 	 	57	 
	21.10

	 	Notification of default
	 	 	58	 
	21.11

	 	“Know your customer” checks
	 	 	58	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Heading	 	Page No.
	 
	 	 	 	 	 	 
	22

	 	FINANCIAL COVENANTS
	 	 	59	 
	22.1

	 	Financial covenants
	 	 	59	 
	22.2

	 	Financial testing
	 	 	59	 
	22.3

	 	Financial Covenant definitions
	 	 	60	 
	 
	 	 	 	 	 	 
	23

	 	GENERAL UNDERTAKINGS
	 	 	62	 
	23.1

	 	Authorisations
	 	 	62	 
	23.2

	 	Compliance with laws
	 	 	63	 
	23.3

	 	Environmental compliance
	 	 	63	 
	23.4

	 	Environmental claims
	 	 	63	 
	23.5

	 	Taxation
	 	 	63	 
	23.6

	 	Merger
	 	 	64	 
	23.7

	 	Change of business
	 	 	64	 
	23.8

	 	Acquisitions
	 	 	64	 
	23.9

	 	Joint ventures
	 	 	64	 
	23.10

	 	Preservation of assets
	 	 	65	 
	23.11

	 	Pari passu ranking
	 	 	65	 
	23.12

	 	Acquisition Documents
	 	 	65	 
	23.13

	 	Negative pledge
	 	 	65	 
	23.14

	 	Disposals
	 	 	68	 
	23.15

	 	Intra-Group Loans
	 	 	69	 
	23.16

	 	Financial Indebtedness
	 	 	69	 
	23.17

	 	Share capital
	 	 	71	 
	23.18

	 	Insurance
	 	 	71	 
	23.19

	 	Treasury Transactions
	 	 	73	 
	23.20

	 	No change in management
	 	 	73	 
	23.21

	 	Registration of Vessels
	 	 	73	 
	23.22

	 	Classification
	 	 	73	 
	23.23

	 	Valuations
	 	 	73	 
	23.24

	 	Further assurance
	 	 	74	 
	23.25

	 	Syndication
	 	 	74	 
	23.26

	 	Conditions subsequent
	 	 	74	 
	 
	 	 	 	 	 	 
	24

	 	EVENTS OF DEFAULT
	 	 	75	 
	24.1

	 	Non-payment
	 	 	75	 
	24.2

	 	Financial covenants and other obligations
	 	 	75	 
	24.3

	 	Other obligations
	 	 	76	 
	24.4

	 	Misrepresentation
	 	 	76	 
	24.5

	 	Cross default
	 	 	76	 
	24.6

	 	Insolvency
	 	 	76	 
	24.7

	 	Insolvency proceedings
	 	 	77	 
	24.8

	 	Creditors’ process
	 	 	77	 
	24.9

	 	Unlawfulness and invalidity
	 	 	78	 
	24.10

	 	Cessation of business
	 	 	78	 
	24.11

	 	Change of ownership
	 	 	78	 
	24.12

	 	Audit qualification
	 	 	78	 
	24.13

	 	Expropriation
	 	 	78	 
	24.14

	 	Repudiation and rescission of agreements
	 	 	78	 
	24.15

	 	Litigation
	 	 	78	 
	24.16

	 	Material adverse change
	 	 	78	 
	24.17

	 	Challenge to registration
	 	 	79	 





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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Heading	 	Page No.
	 
	 	 	 	 	 	 
	24.18

	 	War
	 	 	79	 
	24.19

	 	Acceleration
	 	 	79	 
	 
	 	 	 	 	 	 
	25

	 	COLLATERAL VESSEL SALE AND SUBSTITUTION
	 	 	79	 
	25.1

	 	Sale of Collateral Vessel
	 	 	79	 
	25.2

	 	Collateral Vessel Substitution
	 	 	80	 
	 
	 	 	 	 	 	 
	26

	 	CHANGES TO THE LENDERS
	 	 	82	 
	26.1

	 	Assignments and transfers by the Lenders
	 	 	82	 
	26.2

	 	Conditions of assignment or transfer
	 	 	82	 
	26.3

	 	Assignment or transfer fee
	 	 	83	 
	26.4

	 	Limitation of responsibility of Existing Lenders
	 	 	83	 
	26.5

	 	Procedure for transfer
	 	 	84	 
	26.6

	 	Procedure for assignment
	 	 	85	 
	26.7

	 	Copy of Transfer Certificate or Assignment Agreement to Parent
	 	 	86	 
	26.8

	 	Security over Lenders’ rights
	 	 	86	 
	26.9

	 	Pro rata interest settlement
	 	 	86	 
	 
	 	 	 	 	 	 
	27

	 	RESTRICTION ON DEBT PURCHASE TRANSACTIONS
	 	 	87	 
	27.1

	 	Prohibition on Debt Purchase Transactions by the Group
	 	 	87	 
	 
	 	 	 	 	 	 
	28

	 	CHANGES TO THE OBLIGORS
	 	 	87	 
	28.1

	 	Assignment and transfers by Obligors
	 	 	87	 
	28.2

	 	Additional Guarantors
	 	 	87	 
	28.3

	 	Repetition of Representations
	 	 	87	 
	28.4

	 	Reorganisation permitted
	 	 	88	 
	 
	 	 	 	 	 	 
	29

	 	ROLE OF THE AGENT, THE ARRANGER AND OTHERS
	 	 	89	 
	29.1

	 	Appointment of the Agent
	 	 	89	 
	29.2

	 	Duties of the Agent
	 	 	89	 
	29.3

	 	Role of the Arranger
	 	 	90	 
	29.4

	 	No fiduciary duties
	 	 	90	 
	29.5

	 	Business with the Group
	 	 	90	 
	29.6

	 	Rights and discretions
	 	 	90	 
	29.7

	 	Majority Lenders’ instructions
	 	 	91	 
	29.8

	 	Responsibility for documentation
	 	 	91	 
	29.9

	 	Exclusion of liability
	 	 	92	 
	29.10

	 	Lenders’ indemnity to the Agent
	 	 	92	 
	29.11

	 	Resignation of the Agent
	 	 	92	 
	29.12

	 	Replacement of the Agent
	 	 	93	 
	29.13

	 	Confidentiality
	 	 	94	 
	29.14

	 	Relationship with the Lenders
	 	 	94	 
	29.15

	 	Credit appraisal by the Lenders
	 	 	95	 
	29.16

	 	Reference Banks
	 	 	95	 
	29.17

	 	Agent’s management time
	 	 	95	 
	29.18

	 	Deduction from amounts payable by the Agent
	 	 	95	 
	29.19

	 	Reliance and engagement letters
	 	 	96	 
	 
	 	 	 	 	 	 
	30

	 	THE SECURITY AGENT
	 	 	96	 
	30.1

	 	Appointment of the Security Agent
	 	 	96	 
	30.2

	 	Trust
	 	 	97	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Heading	 	Page No.
	 
	 	 	 	 	 	 
	30.3

	 	Duties of the Security Agent	 	 	97	 
	30.4

	 	No need to account for own profits	 	 	98	 
	30.5

	 	Business with the Group	 	 	98	 
	30.6

	 	Rights and discretions of the Security Agent	 	 	98	 
	30.7

	 	Instructions	 	 	99	 
	30.8

	 	Responsibility for documentation	 	 	99	 
	30.9

	 	Exclusion of liability	 	 	100	 
	30.10

	 	Indemnity	 	 	100	 
	30.11

	 	Resignation of Security Agent	 	 	101	 
	30.12

	 	Confidentiality	 	 	102	 
	30.13

	 	Relationship with the Lenders	 	 	103	 
	30.14

	 	Credit appraisal by the Secured Parties	 	 	103	 
	30.15

	 	Deduction from amounts payable by the Security Agent	 	 	103	 
	30.16

	 	Additional trustees	 	 	104	 
	30.17

	 	Title	 	 	104	 
	30.18

	 	Investments	 	 	104	 
	30.19

	 	Tax	 	 	104	 
	30.20

	 	Insolvency Officer’s indemnity	 	 	104	 
	30.21

	 	Security Agent’s functions	 	 	104	 
	30.22

	 	Enforcement	 	 	105	 
	30.23

	 	Release of Security	 	 	106	 
	30.24

	 	Copy documents	 	 	106	 
	 
	 	 	 	 	 	 
	31

	 	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	 	 	106	 
	 
	 	 	 	 	 	 
	32

	 	SHARING AMONG THE FINANCE PARTIES	 	 	106	 
	32.1

	 	Payments to Finance Parties	 	 	106	 
	32.2

	 	Redistribution of payments	 	 	107	 
	32.3

	 	Recovering Finance Party’s rights	 	 	107	 
	32.4

	 	Reversal of redistribution	 	 	107	 
	32.5

	 	Exceptions	 	 	107	 
	 
	 	 	 	 	 	 
	33

	 	PAYMENT MECHANICS	 	 	108	 
	33.1

	 	Payments to the Agent	 	 	108	 
	33.2

	 	Distributions by the Agent	 	 	108	 
	33.3

	 	Distributions to an Obligor	 	 	108	 
	33.4

	 	Clawback	 	 	108	 
	33.5

	 	Impaired Agent	 	 	108	 
	33.6

	 	Partial payments	 	 	109	 
	33.7

	 	Set-off by Obligors	 	 	109	 
	33.8

	 	Business Days	 	 	110	 
	33.9

	 	Currency of account	 	 	110	 
	33.10

	 	Change of currency	 	 	110	 
	33.11

	 	Disruption to Payment Systems etc	 	 	110	 
	 
	 	 	 	 	 	 
	34

	 	SET-OFF	 	 	111	 
	 
	 	 	 	 	 	 
	35

	 	NOTICES	 	 	111	 
	35.1

	 	Communications in writing	 	 	111	 
	35.2

	 	Addresses	 	 	111	 
	35.3

	 	Delivery	 	 	112	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Heading	 	Page No.
	 
	 	 	 	 	 	 
	35.4

	 	Notification of address and fax number	 	 	112	 
	35.5

	 	Communication when Agent is Impaired Agent
	 	 	112	 
	35.6

	 	Electronic communication
	 	 	112	 
	35.7

	 	Use of websites
	 	 	113	 
	35.8

	 	English language
	 	 	114	 
	 
	 	 	 	 	 	 
	36

	 	CALCULATIONS AND CERTIFICATES
	 	 	114	 
	36.1

	 	Accounts
	 	 	114	 
	36.2

	 	Certificates and determinations
	 	 	114	 
	36.3

	 	Day count convention
	 	 	114	 
	 
	 	 	 	 	 	 
	37

	 	PARTIAL INVALIDITY
	 	 	114	 
	 
	 	 	 	 	 	 
	38

	 	REMEDIES AND WAIVERS
	 	 	115	 
	 
	39

	 	AMENDMENTS AND WAIVERS
	 	 	115	 
	39.1

	 	Required consents
	 	 	115	 
	39.2

	 	Exceptions
	 	 	115	 
	39.3

	 	Replacement of Lender
	 	 	116	 
	 
	 	 	 	 	 	 
	40

	 	CONFIDENTIALITY
	 	 	117	 
	40.1

	 	Confidential Information
	 	 	117	 
	40.2

	 	Disclosure of Confidential Information
	 	 	117	 
	40.3

	 	Disclosure to numbering service providers
	 	 	119	 
	40.4

	 	Entire agreement
	 	 	120	 
	40.5

	 	Inside information
	 	 	121	 
	40.6

	 	Notification of disclosure
	 	 	121	 
	40.7

	 	Continuing obligations
	 	 	121	 
	 
	 	 	 	 	 	 
	41

	 	COUNTERPARTS
	 	 	121	 
	 
	42

	 	GOVERNING LAW
	 	 	122	 
	 
	 	 	 	 	 	 
	43

	 	ENFORCEMENT
	 	 	122	 
	43.1

	 	Jurisdiction of English courts
	 	 	122	 
	43.2

	 	Service of process
	 	 	122	 
	 
	 	 	 	 	 	 
	SCHEDULES	 	 	 	 
	 
	 	 	 	 	 	 
	SCHEDULE 1 — THE ORIGINAL PARTIES	 	 	123	 
	Part 1 — The Original Obligors	 	 	123	 
	Part II — The Original Lenders	 	 	124	 
	SCHEDULE 2 — CONDITIONS PRECEDENT	 	 	125	 
	SCHEDULE 3 — REQUESTS AND NOTICES	 	 	130	 
	Part I — Utilisation Request	 	 	130	 
	Part II — Selection Notice	 	 	131	 
	SCHEDULE 4 — MANDATORY COST FORMULA	 	 	132	 
	SCHEDULE 5 — FORM OF TRANSFER CERTIFICATE	 	 	135	 
	SCHEDULE 6 — FORM OF ASSIGNMENT AGREEMENT	 	 	138	 
	SCHEDULE 7 — LMA FORM OF CONFIDENTIALITY UNDERTAKING	 	 	141	 
	SCHEDULE 8 — TIMETABLE	 	 	146	 






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	Clause	 	Heading	 	Page No.
	 
	 	 	 	 	 	 
	SCHEDULE 9 — THE COLLATERAL VESSELS	 	 	147	 
	SIGNATURES	 	 	148	 







(viii)











 




THIS AGREEMENT is dated 17 December 2009 and made between:





	(1)	 	GULFMARK OFFSHORE, INC, further details of which are in Part I of Schedule 1 (The Original
Parties), (the “Parent” and “Original Guarantor”);

	 
	(2)	 	GULFMARK AMERICAS, INC, further details of which are in Part I of Schedule 1 (The Original
Parties), as borrower (the “Borrower”);

	 
	(3)	 	THE ROYAL BANK OF SCOTLAND PLC, a company registered in Scotland with number SC90312 and
having its registered office at 36 St Andrew Square, Edinburgh EH2 2YB (the “Arranger”);

	 
	(4)	 	THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as lenders
(the “Original Lenders”);

	 
	(5)	 	THE ROYAL BANK OF SCOTLAND PLC, a company registered in Scotland with number SC90312 and
having its registered office at 36 St Andrew Square, Edinburgh EH2 2YB as agent of the other
Finance Parties (the “Agent”); and

	 
	(6)	 	THE ROYAL BANK OF SCOTLAND PLC, a company registered in Scotland with number SC90312 and
having its registered office at 36 St Andrew Square, Edinburgh EH2 2YB as security trustee for
the Secured Parties (the “Security Agent”).





IT IS AGREED as follows:




SECTION 1




INTERPRETATION









	1	 	DEFINITIONS AND INTERPRETATION







	1.1	 	Definitions

	 
	 	 	In this Agreement:

	 
	 	 	“Acceptable Bank” means:







	 	(a)	 	a bank or financial institution which has a rating for its long-term
unsecured and non credit-enhanced debt obligations of A or higher by Standard &
Poor’s Rating Services or Fitch Ratings Ltd or A2 or higher by Moody’s Investor
Services Limited or a comparable rating from an internationally recognised credit
rating agency; or

	 
	 	(b)	 	any other bank or financial institution approved by the Agent.







	 	 	“Accession Deed” means an accession deed in form and substance satisfactory to the Agent
and the Security Agent.

	 
	 	 	“Accounting Principles” means GAAP.

	 
	 	 	“Accounting Reference Date” means 31 December.

	 
	 	 	“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost Formula).





1









 












	 	 	“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance
with Clause 28 (Changes to the Obligors).

	 
	 	 	“Additional Obligor” means an Additional Guarantor.

	 
	 	 	“Administration” has the meaning given to it in paragraph 1.1.3 of the ISM Code.

	 
	 	 	“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company.

	 
	 	 	“Amount” means in relation to a Loan, the amount specified in the Utilisation Request or
Selection Notice delivered by the Borrower for that Loan.

	 
	 	 	“Appraisal Date” means the date of this Agreement, each date occurring at six monthly
intervals thereafter and the date of any proposed substitution under Clause 25 (Collateral
Vessel Sale and Substitution).

	 
	 	 	“Appraised Value” means the estimated market value arrived at on a basis acceptable to and
agreed by the Agent in respect of any Collateral Vessel determined by averaging valuations
addressed to the Agent by two of the Approved Brokers. Such valuations shall be prepared
at the Borrower’s expense (unless otherwise stated in this Agreement), without a physical
inspection, on the basis of a sale for prompt delivery for cash at arm’s length on a
charter free basis between a willing buyer and a willing seller.

	 
	 	 	“Approved Brokers” means H. Clarkson & Co. Limited, Simpson Spence & Young Shipbrokers
Limited, Fearnley AS, RS Platou AS and Seabrokers Group or such other broker as may be
acceptable to the Agent (acting on the instructions of the Majority Lenders).

	 
	 	 	“Asset Sale” means any disposition of property or series of related dispositions of
property (excluding any such disposition permitted by this Agreement and any disposition
of Cash Equivalents) that yields gross proceeds to the Borrower or any of its Subsidiaries
(valued at the initial principal amount thereof in the case of non-cash proceeds
consisting of notes or other debt securities and valued at fair market value in the case
of other non-cash proceeds) in excess of $1,000,000.

	 
	 	 	“Assignment Agreement” means an agreement substantially in the form set out in Schedule 6
(Form of Assignment Agreement) or any other form agreed between the relevant assignor and
assignee.

	 
	 	 	“Auditors” means one of UHY LLP, PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte &
Touche, Grant Thornton or any other firm approved in advance by the Majority Lenders (such
approval not to be unreasonably withheld, conditioned or delayed).

	 
	 	 	“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration.

	 
	 	 	“Availability Period” means the period from and including the date of this Agreement to
and including 31 December 2009.

	 
	 	 	“Available Commitment” means, in relation to the Facility, a Lender’s Commitment under the
Facility minus (subject as set out below):







	 	(a)	 	the Amount of its participation in any outstanding Loans under the
Facility; and





2









 












	 	(b)	 	in relation to any proposed Loan, the Amount of its participation in any
other Loans that are due to be made under that Facility on or before the proposed
Utilisation Date.







	 	 	“Available Facility” means, in relation to a Facility, the aggregate for the time being of
each Lender’s Available Commitment in respect of that Facility.

	 
	 	 	“Break Costs” means the amount (if any) by which:







	 	(a)	 	the interest which a Lender should have received for the period from the
date of receipt of all or any part of its participation in a Loan or Unpaid Sum to
the last day of the current Interest Period in respect of that Loan or Unpaid Sum,
had the principal amount or Unpaid Sum received been paid on the last day of that
Interest Period;







	 	 	exceeds:







	 	(b)	 	the amount which that Lender would be able to obtain by placing an amount
equal to the principal amount or Unpaid Sum received by it on deposit with a leading
bank in the Relevant Interbank Market for a period starting on the Business Day
following receipt or recovery and ending on the last day of the current Interest
Period.







	 	 	“Budget” means:







	 	(a)	 	in relation to the period beginning on 1 January and ending on 31 December
2009, the budget prepared by the Parent and reviewed by the Parent’s board of
directors for use by the Parent and its Subsidiaries in the ordinary course of
business and to be delivered by the Parent to the Agent pursuant to Clause 4.1
(Initial conditions precedent); and

	 
	 	(b)	 	in relation to any other period, any budget delivered by the Parent to the
Agent in respect of that period pursuant to Clause 21.4 (Budget).







	 	 	“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for
general business in London, England and Houston, Texas.

	 
	 	 	“Capitalised Leases” means all leases that have been or should be, in accordance with
GAAP, recorded as capitalised leases.

	 
	 	 	“Capitalised Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any Capitalised Lease, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.

	 
	 	 	“Cash” means, at any time, cash in hand or at bank and (in the latter case) credited to an
account in the name of an Obligor with an Acceptable Bank and to which an Obligor is alone
(or together with other Obligors) beneficially entitled and for so long as:







	 	(a)	 	that cash is repayable on demand;

	 
	 	(b)	 	repayment of that cash is not contingent on the prior discharge of any
other indebtedness of any member of the Group or of any other person whatsoever or on
the satisfaction of any other condition;





3









 












	 	(c)	 	there is no Security over that cash except for Transaction Security or any
Permitted Vessel Security constituted by a netting or set-off arrangement entered
into by members of the Group in the ordinary course of their banking arrangements;
and

	 
	 	(d)	 	the cash is freely and immediately available to be applied in repayment or
prepayment of the Facility.







	 	 	“Cash Collateral Account” means the US $ denominated interest bearing account, to be
opened with the Agent in its Aberdeen office pursuant to Clause 23.26 (Conditions
subsequent).

	 
	 	 	“Cash Collateral Account Charge” means a first ranking fixed legal charge over the Cash
Collateral Account in form and content agreed by the Security Agent.

	 
	 	 	“Cash Equivalents” means at any time:







	 	(a)	 	certificates of deposit maturing within one year after the relevant date of
calculation and issued by an Acceptable Bank;

	 
	 	(b)	 	any investment in marketable debt obligations issued or guaranteed by the
government of the United States of America or the United Kingdom, or by an
instrumentality or agency of any of them having an equivalent credit rating, maturing
within one year after the relevant date of calculation and not convertible or
exchangeable to any other security;

	 
	 	(c)	 	commercial paper not convertible or exchangeable to any other security:







	 	(i)	 	for which a recognised trading market exists;

	 
	 	(ii)	 	issued by an issuer incorporated in the United States of
America, the United Kingdom;

	 
	 	(iii)	 	which matures within one year after the relevant date of
calculation; and

	 
	 	(iv)	 	which has a credit rating of either A-1 or higher by
Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or
P-1 or higher by Moody’s Investor Services Limited, or, if no rating is
available in respect of the commercial paper, the issuer of which has, in
respect of its long-term unsecured and non-credit enhanced debt obligations,
an equivalent rating;







	 	(d)	 	sterling bills of exchange eligible for rediscount at the Bank of England
and accepted by an Acceptable Bank (or their dematerialised equivalent);

	 
	 	(e)	 	investments made in connection with cash management programs of the Parent
or a Subsidiary thereof and denominated in a currency other than pounds sterling or
US Dollars in which such Person is conducting or intending to conduct business which
investments are by their nature readily convertible into cash or cash equivalent as
defined herein; or

	 
	 	(f)	 	any other debt security approved by the Majority Lenders,







	 	 	in each case to which the Parent or any Subsidiary thereof is alone (or together with
other Obligors beneficially entitled at that time and which is not issued or guaranteed by
any





4









 






	 	 	member of the Group or subject to any Security (other than Security arising under the
Transaction Security Documents).







	 	 	“Change of Control” means (i) any person or group of persons acting in concert gains
direct or indirect control of the Parent, or (ii) the Borrower ceases to be a wholly owned
Subsidiary (directly or indirectly) of the Parent. For the purposes of this definition:







	 	(a)	 	“control” of any Obligor means:







	 	(i)	 	the power (whether by way of ownership of shares, proxy,
contract, agency or otherwise) to:







	 	(A)	 	cast, or control the casting of, more
than 40% of the maximum number of votes that might be cast at a
meeting of the stockholders of the Parent; or

	 
	 	(B)	 	appoint or remove all, or the
majority, of the directors or other equivalent officers of the
Parent but excluding changes (or the power to make changes) in the
board of directors of the Parent approved or recommended by the
majority of directors serving on such board at the time of such
recommendation or approval where those changes are not related to
or do not occur as a consequence of any change in shareholding of
the Parent; or

	 
	 	(C)	 	give directions with respect to the
operating and financial policies of the Parent with which the
directors or other equivalent officers of the Parent are obliged
to comply; and/or







	 	(ii)	 	the holding beneficially of more than 40% of the issued
share capital of the Parent (excluding any part of that issued share capital
that carries no right to participate beyond a specified amount in a
distribution of either profits or capital);







	 	(b)	 	“acting in concert” means, a group of persons who, pursuant to an agreement
or understanding (whether formal or informal), actively co-operate, through the
acquisition directly or indirectly of shares in the Parent by any of them, either
directly or indirectly, to obtain or consolidate control of the Parent.







	 	 	“Charged Property” means all of the assets of the Obligors which from time to time are, or
are expressed to be, the subject of the Transaction Security.

	 
	 	 	“Code” means the United States Internal Revenue Code of 1986, as amended.

	 
	 	 	“Collateral Vessels” means, subject to Clause 23.18 (Insurance) and Clause 25 (Collateral
Vessel Sale and Substitution), each of the vessels listed in Schedule 9 (The Collateral
Vessels).

	 
	 	 	“Commitment” means:







	 	(a)	 	in relation to an Original Lender, the amount in the Currency set opposite
its name under the heading “Commitment” in Part II of Schedule 1 (The Original
Parties) and the amount of any other Commitment transferred to it under this
Agreement; and





5









 












	 	(b)	 	in relation to any other Lender, the amount in the Currency of any
Commitment transferred to it under this Agreement,

	 
	 	 	 	to the extent not cancelled, reduced or transferred by it under this Agreement.







	 	 	“Common Stock” means the common stock $1.00 par value per share of the Borrower.

	 
	 	 	“Company” means at any given time the company responsible for a Collateral Vessel’s
compliance with (i) the ISM Code under paragraph 1.1.2 of the ISM Code and/or (ii) the
ISPS Code (as the case may be).

	 
	 	 	“Compliance Certificate” means a certificate in form and substance satisfactory to the
Agent.

	 
	 	 	“Confidential Information” means all information relating to the Parent, any Obligor, the
Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its
capacity as, or for the purpose of becoming, a Finance Party or which is received by a
Finance Party in relation to, or for the purpose of becoming a Finance Party under, the
Finance Documents or the Facility from either:







	 	(a)	 	any member of the Group or any of its advisers; or

	 
	 	(b)	 	another Finance Party, if the information was obtained by that Finance
Party directly or indirectly from any member of the Group or any of its advisers,







	 	 	in whatever form, and includes information given orally and any document, electronic file
or any other way of representing or recording information which contains or is derived or
copied from such information but excludes information that:







	 	(i)	 	is or becomes public information other than as a direct or indirect result
of any breach by that Finance Party of Clause 40 (Confidentiality); or

	 
	 	(ii)	 	is identified in writing at the time of delivery as non-confidential by any
member of the Group or any of its advisers; or

	 
	 	(iii)	 	is known by that Finance Party before the date the information is
disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully
obtained by that Finance Party after that date, from a source which is, as far as
that Finance Party is aware, unconnected with the Group and which, in either case, as
far as that Finance Party is aware, has not been obtained in breach of, and is not
otherwise subject to, any obligation of confidentiality.







	 	 	“Confidentiality Undertaking” means a confidentiality undertaking substantially in a
recommended form of the LMA as set out in Schedule 7 (LMA Form of Confidentiality
Undertaking) or in any other form agreed between the Parent and the Agent.

	 
	 	 	“CTA” means the Corporation Tax Act 2009.

	 
	 	 	“Currency” means US dollars.

	 
	 	 	“Debt Purchase Transaction” means, in relation to a person, a transaction where such
person:







	 	(a)	 	purchases by way of assignment or transfer;





6









 












	 	(b)	 	enters into any sub-participation in respect of; or

	 
	 	(c)	 	enters into any other agreement or arrangement having an economic effect
substantially similar to a sub-participation in respect of,







	 	 	any Commitment or amount outstanding under this Agreement.

	 
	 	 	“Default” means an Event of Default or any event or circumstance specified in Clause 24
(Events of Default) which would (with the expiry of a grace period, the giving of notice,
the making of any determination under the Finance Documents or any combination of any of
the foregoing) be an Event of Default.

	 
	 	 	“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security
Agent.

	 
	 	 	“Disclosure Schedule” means the schedule, if any, prepared in relation to Clauses 23.13(c)
and 23.16(b) and delivered to and accepted by the Agent pursuant to Schedule 2 (Conditions
Precedent).

	 
	 	 	“Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case at
the option of the holder thereof), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is
redeemable at the option of the holder thereof, in whole or in part, on or prior to the
date that is one year after the Termination Date; provided, however, that only the portion
of such Equity Interests which so matures or is mandatorily redeemable, is so convertible
or exchangeable or is so redeemable at the option of the holder thereof prior to such
dates shall be deemed to be Disqualified Stock; provided further that any such Equity
Interests (including any options, warrants or other rights in respect thereof) issued or
sold as compensation and held by future, present or former directors, officers, members of
management, employees or consultants of the Parent, the Borrower or any of its
Subsidiaries or family members or relatives thereof, or trusts, partnerships or limited
liability companies for the benefit of any of the foregoing, or any of their heirs,
executors, successors and legal representatives shall not constitute Disqualified Stock.
Notwithstanding the preceding sentence, any Equity Interests that would constitute
Disqualified Stock solely because the holders thereof have the right to require the
Parent, the Borrower or any of its Subsidiaries to repurchase such Equity Interests upon
the occurrence of a change of control or a sale of all or substantially all its assets
will not constitute Disqualified Stock if the terms of such Equity Interest provide that
the Parent, the Borrower or any Subsidiary may not repurchase or redeem any such Equity
Interest pursuant to such provisions. Subject to all of the preceding provisos in this
definition, the term “Disqualified Stock” will also include any options, warrants or other
rights that are convertible into Disqualified Stock or that are redeemable at the option
of the holder, or required to be redeemed, prior to the date that is one year after the
Termination Date.

	 
	 	 	“Disruption Event” means either or both of:







	 	(a)	 	a material disruption to those payment or communications systems or to
those financial markets which are, in each case, required to operate in order for
payments to be made in connection with the Facilities (or otherwise in order for the
transactions contemplated by the Finance Documents to be carried out) which
disruption is not caused by, and is beyond the control of, any of the Parties; or





7









 












	 	(b)	 	the occurrence of any other event which results in a disruption (of a
technical or systems-related nature) to the treasury or payments operations of a
Party preventing that, or any other Party:







	 	(i)	 	from performing its payment obligations under the Finance
Documents; or

	 
	 	(ii)	 	from communicating with other Parties in accordance with
the terms of the Finance Documents,







	 	 	 	and which (in either such case) is not caused by, and is beyond the control of,
the Party whose operations are disrupted.







	 	 	“Earnings”, in relation to a Collateral Vessel, means all hires where the charter is for a
period of 12 months or more including (without limitation) all time charter hire and
bareboat charter hire, freights, pool income and other sums payable to or for the account
of the Borrower in respect of that Collateral Vessel including (without limitation) all
remuneration for salvage and towage services, demurrage and detention moneys,
contributions in general average, compensation in respect of any requisition for hire and
damages and other payments (whether awarded by any court or arbitral tribunal or by
agreement or otherwise) for breach, termination or variation of any contract for the
operation, employment or use of that Collateral Vessel.

	 
	 	 	“Employee Plan” means an employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or section 412 of the Code or Section 302
of ERISA, and in respect of which the Borrower or any of its ERISA Affiliates is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA.

	 
	 	 	“Environment” means humans, animals, plants and all other living organisms including the
ecological systems of which they form part and the following media:







	 	(a)	 	air (including, without limitation, air within natural or man-made
structures, whether above or below ground);

	 
	 	(b)	 	water (including, without limitation, territorial, coastal and inland
waters, water under or within land and water in drains and sewers); and

	 
	 	(c)	 	land (including, without limitation, land under water).







	 	 	“Environmental Claim” means any claim, proceeding, formal notice or investigation by any
person in respect of any Environmental Law.

	 
	 	 	“Environmental Law” means any applicable law or regulation which relates to:







	 	(a)	 	the pollution or protection of the Environment;

	 
	 	(b)	 	the conditions of the workplace; or

	 
	 	(c)	 	the generation, handling, storage, use, release or spillage of any
substance which, alone or in combination with any other, is capable of causing harm
to the Environment, including, without limitation, any waste.







	 	 	“Environmental Permits” means any permit and other Authorisation and the filing of any
notification, report or assessment required under any Environmental Law for the operation





8









 






	 	 	of the business of any member of the Group conducted on or from the properties owned or
used by any member of the Group.







	 	 	“Equity to Total Assets Ratio” has the meaning given in Clause 22.3 (Financial Covenant
definitions).

	 
	 	 	“Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person of whatever nature, and any warrants, options or other
rights entitling the holder thereof to purchase or acquire any of the foregoing, but
excluding any debt security that is convertible into, or exchangeable for, any of the
foregoing.

	 
	 	 	“ERISA” means, at any date, the United States Employee Retirement Income Security Act of
1974 (or any successor legislation thereto) as amended from time to time, and the
regulations promulgated and rulings issued thereunder, all as the same may be in effect at
such date.

	 
	 	 	“ERISA Affiliate” of the Borrower means any person that for purposes of Title I and Title
IV of ERISA and Section 412 of the Code would be deemed at any relevant time to be a
single employer with the Borrower, pursuant to Section 414(b), (c), (m) or (o) of the Code
or Section 4001 of ERISA.

	 
	 	 	“ERISA Event” means:







	 	(a)	 	any reportable event, as defined in Section 4043 of ERISA, with respect to
an Employee Plan, as to which PBGC has not by regulation waived the requirement of
Section 4043(a) of ERISA that it be notified of such event;

	 
	 	(b)	 	the filing of a notice of intent to terminate any Employee Plan, if such
termination would require material additional contributions in order to be considered
a standard termination within the meaning of Section 4041(b) of ERISA, the filing
under Section 4041 (c) of ERISA of a notice of intent to terminate any Employee Plan
or the termination of any Employee Plan under Section 4041(c) of ERISA;

	 
	 	(c)	 	the institution of proceedings under Section 4042 of ERISA by the PBGC for
the termination of, or the appointment of a trustee to administer, any Employee Plan;

	 
	 	(d)	 	the failure to make a required contribution to any Employee Plan that would
result in the imposition of an encumbrance under Section 412 of the Code or Section
302 of ERISA or the filing of any request for a minimum funding waiver under Section
412 of the Code with respect to any Employee Plan or Multiemployer Plan;

	 
	 	(e)	 	an engagement in a non-exempt prohibited transaction within the meaning of
Section 4975 of the Code or Section 406 of ERISA;

	 
	 	(f)	 	the complete or partial withdrawal of the Borrower or any of its ERISA
Affiliates from a Multiemployer Plan; and

	 
	 	(g)	 	the Borrower or any of its ERISA Affiliates incurring any liability under
Title IV of ERISA with respect to any Employee Plan (other than premiums due and not
delinquent under section 4007 of ERISA).







	 	 	“Event of Default” means any event or circumstance specified as such in Clause 24 (Events
of Default).





9









 












	 	 	“Existing Debt” means the Senior Secured Credit Facility Agreement among Rigdon Marine
Corporation and DVB Bank NV, as Underwriter, Arranger, Agent, Security Trustee, Swap Bank
and Book Manager, and the lenders that are parties thereto, dated December 28, 2005, as
amended, and the Assignment, Assumption, Amendment and Restatement of Loan Agreement
Providing for a US 85,000,000 Subordinated Credit Facility between Burbon Capital U.S.A.,
Inc., as Assignor, Rigdon Marine Corporation, as Borrower, DVB Bank NV, as Facility Agent
and Security Trustee, and the lenders that are parties thereto, dated July 1, 2008.

	 
	 	 	“Facility” means the term loan facility made available under this Agreement as described
in Clause 2.1 (The Facility).

	 
	 	 	“Facility Office” means:







	 	(a)	 	in respect of a Lender, the office or offices notified by that Lender to
the Agent in writing on or before the date it becomes a Lender (or, following that
date, by not less than five Business Days’ written notice) as the office or offices
through which it will perform its obligations under this Agreement; or

	 
	 	(b)	 	in respect of any other Finance Party, the office in the jurisdiction in
which it is resident for tax purposes.







	 	 	“Fee Letter” means any letter or letters dated on or about the date of this Agreement
between the Arranger and the Parent setting out any of the fees referred to in Clause 13
(Fees).

	 
	 	 	“Finance Document” means this Agreement, any Accession Deed, any Compliance Certificate,
any Fee Letter, any Hedging Agreement, any Resignation Letter, any Selection Notice, any
Transaction Security Document, any Utilisation Request and any other document designated
as a “Finance Document” by the Agent and the Parent provided that where the term “Finance
Document” is used in, and construed for the purposes of, this Agreement, a Hedging
Agreement shall be a Finance Document only for the purposes of:







	 	(a)	 	the definition of “Material Adverse Effect”;

	 
	 	(b)	 	the definition of “Finance Document”;

	 
	 	(c)	 	the definition of “Transaction Security Document”;

	 
	 	(d)	 	paragraph (a)(iv) of Clause 1.2 (Construction);

	 
	 	(e)	 	Clause 19 (Guarantee and Indemnity); and

	 
	 	(f)	 	Clause 24 (Events of Default) and Clause 24.19 (Acceleration)).







	 	 	“Finance Party” means the Agent, the Arranger, the Security Agent, a Lender or a Hedge
Counterparty.

	 
	 	 	“Financial Indebtedness” and “Indebtedness” of any Person means, on any date, without
duplication, (a) all obligations of such Person for borrowed money or with respect to
deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person under
conditional sale agreements relating to property acquired by such Person reflected as a
liability on a balance sheet of such Person in accordance with GAAP (or, if no such
balance sheet of such Person has been prepared as of such date, as would be reflected as a
liability on such balance





10









 






	 	 	sheet in accordance with GAAP), (d) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding (i) current accounts payable
incurred in the ordinary course of business and (ii) any earn out obligation reflected as
a liability on the balance sheet of such Person (or, if no such balance sheet of such
Person has been prepared as of such date, as would be reflected as a liability on such
balance sheet in accordance with GAAP)), (e) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (f) all guarantees by such Person of
Indebtedness of other Persons, (g) all Capitalised Lease Obligations of such Person, (h)
all obligations, contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise,
of such Person in respect of bankers’ acceptances and (j) all obligations of such Person
under Hedging Agreements or agreements with any Person having substantially the same
economic effect, after giving effect to applicable netting arrangements. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness provide that such Person
is not liable therefor. The amount of any obligation under Hedging Agreements or
agreements with any Person having substantially the same economic effect on any date shall
be deemed to be the swap termination value thereof as of such date. The amount of
Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the
lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market
Value of the property encumbered thereby.







	 	 	“Financial Officer” means the chief financial officer, the principal accounting officer,
the treasurer or the controller of the Parent or the Borrower or any assistant treasurer
or assistant controller of the Parent or the Borrower designated in writing by the chief
financial officer, principal accounting officer, treasurer or controller of the Parent or
the Borrower for so long as such designation is effective in accordance with its terms.

	 
	 	 	“Financial Quarter” means the period commencing on the day after one Quarter Date and
ending on the next Quarter Date.

	 
	 	 	“Financial Year” means the annual accounting period of the Group ending on 31 December
each year.

	 
	 	 	“Fleet Report Template” means the example Vessel Status Report delivered to the Agent by
the Parent pursuant to paragraph 12 of Schedule 2 (Conditions Precedent).

	 
	 	 	“Foreign Subsidiary” means any Subsidiary that is not organized under the laws of the
United States of America, any state thereof or the District of Columbia.

	 
	 	 	“Funds Flow Statement” means a funds flow statement in agreed form.

	 
	 	 	“GAAP” means those principles and practices which are recognised as such by the Financial
Accounting Standards Board of the United States of America.

	 
	 	 	“Group” means the Parent, the Borrower and each of their respective Subsidiaries for the
time being.

	 
	 	 	“Group Structure Chart” means the group structure chart in the agreed form.

	 
	 	 	“Guarantor” means the Original Guarantor or any Additional Guarantor.





11









 






	 	 	“Hedge Counterparty” means (i) any Lender and (ii) any Affiliate of any Lender, which has
become a Party as a Hedge Counterparty.

	 
	 	 	“Hedging Agreement” means any master agreement, confirmation, schedule or other agreement
in agreed form entered into or to be entered into by the Borrower and a Hedge Counterparty
for the purpose of hedging the types of liabilities and/or risks in relation to the
Facility which, at the time that that master agreement, confirmation, schedule or other
agreement (as the case may be) is entered into, the Hedging Policy Letter requires to be
hedged.

	 
	 	 	“Hedging Policy Letter” means the letter dated on or before the date of this Agreement and
made between the Agent and the Borrower describing the hedging arrangements to be entered
into in respect of the interest rate liabilities and/or the exchange rate risks of the
Borrower of, and in relation to, the Facility.

	 
	 	 	“Holding Company” means, in relation to a company or corporation, any other company or
corporation in respect of which it is a Subsidiary.

	 
	 	 	“Impaired Agent” means the Agent at any time when:







	 	(a)	 	it has failed to make (or has notified a Party that it will not make) a
payment required to be made by it under the Finance Documents by the due date for
payment;

	 
	 	(b)	 	the Agent otherwise rescinds or repudiates a Finance Document; or

	 
	 	(c)	 	an Insolvency Event has occurred and is continuing with respect to the
Agent;

	 
	 	 	 	unless, in the case of paragraph (a) above:







	 	(i)	 	its failure to pay is caused by:







	 	(A)	 	administrative or technical error; or

	 
	 	(B)	 	a Disruption Event; and







	 	 	 	payment is made within 5 Business Days of its due date; or







	 	(ii)	 	the Agent is disputing in good faith whether it is
contractually obliged to make the payment in question.







	 	 	“Insolvency Event” in relation to a Finance Party means that the Finance Party:







	 	(a)	 	is dissolved (other than pursuant to a consolidation, amalgamation or
merger);

	 
	 	(b)	 	becomes insolvent or is unable to pay its debts or fails or admits in
writing its inability generally to pay its debts as they become due;

	 
	 	(c)	 	makes a general assignment, arrangement or composition with or for the
benefit of its creditors;

	 
	 	(d)	 	institutes or has instituted against it, by a regulator, supervisor or any
similar official with primary insolvency, rehabilitative or regulatory jurisdiction
over it in the jurisdiction of its incorporation or organisation or the jurisdiction
of its head or home office, a proceeding seeking a judgment of insolvency or
bankruptcy or any





12









 






	 	 	 	other relief under any bankruptcy or insolvency law or other similar law
affecting creditors’ rights, or a petition is presented for its winding-up or
liquidation by it or such regulator, supervisor or similar official;







	 	(e)	 	has instituted against it a proceeding seeking a judgment of insolvency or
bankruptcy or any other relief under any bankruptcy or insolvency law or other
similar law affecting creditors’ rights, or a petition is presented for its
winding-up or liquidation, and, in the case of any such proceeding or petition
instituted or presented against it, such proceeding or petition is instituted or
presented by a person or entity not described in paragraph (d) above and:







	 	(i)	 	results in a judgment of insolvency or bankruptcy or the
entry of an order for relief or the making of an order for its winding-up or
liquidation; or

	 
	 	(ii)	 	is not dismissed, discharged, stayed or restrained in
each case within 30 days of the institution or presentation thereof;







	 	(f)	 	has a resolution passed for its winding-up, official management or
liquidation (other than pursuant to a consolidation, amalgamation or merger);

	 
	 	(g)	 	seeks or becomes subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other similar
official for it or for all or substantially all its assets;

	 
	 	(h)	 	has a secured party take possession of all or substantially all its assets
or has a distress, execution, attachment, sequestration or other legal process
levied, enforced or sued on or against all or substantially all its assets and such
secured party maintains possession, or any such process is not dismissed, discharged,
stayed or restrained, in each case within 30 days thereafter;

	 
	 	(i)	 	causes or is subject to any event with respect to it which, under the
applicable laws of any jurisdiction, has an analogous effect to any of the events
specified in paragraphs (a) to (i) above; or

	 
	 	(j)	 	takes any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any of the foregoing acts.







	 	 	“Insolvency Officer” means any liquidator, trustee in bankruptcy, judicial custodian or
manager, compulsory manager, receiver, receiver and manager, administrative receiver,
administrator or other similar officer, in each case, appointed in any jurisdiction.

	 
	 	 	“Insurances”, in relation to a Collateral Vessel, means all policies and contracts of
insurance (including but not limited to hull and machinery, all entries in protection and
indemnity or war risks associations) which are from time to time taken out or entered into
in respect of or in connection with that Collateral Vessel or her increased value and
(where the context permits) all benefits thereof, including all claims of any nature and
returns of premium.

	 
	 	 	“Insurance Report” means an insurance report prepared by BankServe Insurance Services Ltd,
dated on or around the date of this Agreement (but in any event on or before the
Utilisation Date) and addressed to, and/or capable of being relied upon by, the Reliance
Parties.





13









 












	 	 	“Interest Period” means, in relation to a Loan, each period determined in accordance with
Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in
accordance with Clause 10.3 (Default interest).

	 
	 	 	“Intra-Group Loan” means any agreement constituting Financial Indebtedness between an
Obligor and any other Person in the Group.

	 
	 	 	“IRS” means the United States Internal Revenue Service.

	 
	 	 	“ISM Code” means the International Safety Management Code 2002 regarding the safe
management and operation of ships and for pollution prevention.

	 
	 	 	“ISPS Code” means the International Ship and Port Security Code as adopted by the
Conference of Contracting Governments to the Safety of Life at Sea Convention 1974 on 13
December 2002 and incorporated as Chapter XI-2 of the Safety of Life at Sea Convention
1974.

	 
	 	 	“Joint Venture” means any joint venture entity, whether a company, unincorporated firm,
undertaking, association, joint venture or partnership entity (i) the Equity Interests in
which are owned by two or more Persons that are not otherwise Affiliates, and (ii) less
than a majority of the Equity Interests of which are owned by the Parent or a Subsidiary
thereof, provided however, that vessel charter, vessel hire, vessel service and similar
agreements shall not constitute joint ventures.

	 
	 	 	“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial
conditions precedent) or Clause 28 (Changes to the Obligors).

	 
	 	 	“Legal Reservations” means:







	 	(a)	 	the principle that equitable remedies may be granted or refused at the
discretion of a court and the limitation of enforcement by laws relating to
insolvency, reorganisation and other laws generally affecting the rights of
creditors;

	 
	 	(b)	 	the time barring of claims under the Limitation Acts, the possibility that
an undertaking to assume liability for or indemnify a person against non-payment of
UK stamp duty may be void and defences of set-off or counterclaim;

	 
	 	(c)	 	similar principles, rights and defences under the laws of any Relevant
Jurisdiction; and

	 
	 	(d)	 	any other matters which are set out as qualifications or reservations as to
matters of law of general application in the Legal Opinions.







	 	 	“Lender” means:







	 	(a)	 	any Original Lender; and

	 
	 	(b)	 	any bank, financial institution, trust, fund or other entity which has
become a Party as a Lender in accordance with Clause 26 (Changes to the Lenders),







	 	 	which in each case has not ceased to be a Lender in accordance with the terms of this
Agreement.





14









 












	 	 	“LIBOR” means, in relation to any Loan:







	 	(a)	 	the applicable Screen Rate; or

	 
	 	(b)	 	(if no Screen Rate is available for the currency or Interest Period of that
Loan) the Reference Bank Rate,







	 	 	as of the Specified Time on the Quotation Day for the currency of that Loan and a period
comparable to the Interest Period of that Loan.

	 
	 	 	“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, charge, pledge,
lien, hypothecation, encumbrance, or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or
title retention agreement (or any financing lease having substantially the same economic
effect as any of the foregoing) relating to such asset and (c) in the case of securities,
any purchase option, call or similar right of a third party with respect to such
securities.

	 
	 	 	“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act
1984.

	 
	 	 	“LMA” means the Loan Market Association.

	 
	 	 	“Loan” means a loan made or to be made under the Facility or the principal amount
outstanding for the time being of that loan.

	 
	 	 	“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than
662/3 per cent. of the Total Commitments (or, if the Total Commitments have
been reduced to zero, aggregated more than 662/3 per cent. of the Total
Commitments immediately prior to that reduction).

	 
	 	 	“Manager” means the Borrower or any entity within the Group.

	 
	 	 	“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance
with Schedule 4 (Mandatory Cost formula).

	 
	 	 	“Margin” means in relation to the Loan or any Unpaid Sum, 2.5 per cent. per annum;

	 
	 	 	“Margin Stock” means margin stock or “margin security” within the meaning of Regulations
T, U and X.

	 
	 	 	“Material Adverse Effect” means a material adverse effect on:







	 	(a)	 	the business, operations, property, condition (financial or otherwise) of
(i) an Obligor or (ii) the Group, take as a whole; or

	 
	 	(b)	 	the ability of an Obligor to perform its obligations under the Finance
Documents; or

	 
	 	(c)	 	the validity or enforceability of, or the effectiveness or ranking of any
Security granted or purporting to be granted pursuant to any of, the Finance
Documents or the rights or remedies of any Finance Party under any of the Finance
Documents.







	 	 	“Material Company” means, at any time:







	 	(a)	 	an Obligor; or





15









 












	 	(b)	 	a wholly-owned member of the Group that holds shares in an Obligor; or

	 
	 	(c)	 	a Subsidiary of the Parent which has Consolidated Adjusted EBITDA or has
gross assets, net assets or total revenue (excluding intra-group items) representing
five per cent., or more of the gross assets, net assets or total revenue of the
Group, calculated on a consolidated basis.







	 	 	Compliance with the conditions set out in paragraph (c) shall be determined by reference
to the most recent Compliance Certificate supplied by the Parent and/or the latest audited
financial statements of that Subsidiary (consolidated in the case of a Subsidiary which
itself has Subsidiaries) and the latest audited consolidated financial statements of the
Group. However, if a Subsidiary has been acquired since the date as at which the latest
audited consolidated financial statements of the Group were prepared, the financial
statements shall be deemed to be adjusted in order to take into account the acquisition of
that Subsidiary (that adjustment being certified by the Group’s Auditors as representing
an accurate reflection of the revised Consolidated Adjusted EBITDA, gross assets, net
assets or total revenue of the Group).

	 
	 	 	“Month” means a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month, except that:







	 	(a)	 	(subject to paragraph (c) below) if the numerically corresponding day is
not a Business Day, that period shall end on the next Business Day in that calendar
month in which that period is to end if there is one, or if there is not, on the
immediately preceding Business Day;

	 
	 	(b)	 	if there is no numerically corresponding day in the calendar month in which
that period is to end, that period shall end on the last Business Day in that
calendar month; and

	 
	 	(c)	 	if an Interest Period begins on the last Business Day of a calendar month,
that Interest Period shall end on the last Business Day in the calendar month in
which that Interest Period is to end.







	 	 	The above rules will only apply to the last Month of any period.

	 
	 	 	“Multiemployer Plan” means a “multiemployer plan” (as defined in Section (3)(37) of ERISA)
contributed to for any employees of the Borrower or any of its ERISA Affiliates

	 
	 	 	“Net Cash Proceeds” (a) in connection with any Asset Sale or any Recovery Event, the
proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds
received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but only as and when
received) of such Asset Sale or Recovery Event, net of reasonable attorneys’ fees,
accountants’ fees, investment banking fees, amounts required to be applied to the
repayment of Financial Indebtedness secured by a Lien expressly permitted hereunder on any
asset that is the subject of such Asset Sale or Recovery Event (other than any Lien
pursuant to a Transaction Security Document) and other customary fees and expenses
actually incurred in connection therewith and net of taxes paid or reasonably estimated to
be payable currently as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements) and (b) in connection with any
issuance or sale of equity securities or debt securities or instruments or the incurrence
of loans, the cash proceeds received from such issuance or incurrence, net of reasonable
attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and
commissions and other customary fees and expenses actually incurred in connection
therewith.





16









 












	 	 	“New Vessels” has the meaning given to that term in Clause 25 (Collateral Vessel Sale and
Substitution).

	 
	 	 	“Non-Consenting Lender” has the meaning given to that term in Clause 39.3 (Replacement of
Lender).

	 
	 	 	“Obligor” means the Borrower or the Guarantor.

	 
	 	 	“Original Financial Statements” means:







	 	(a)	 	in relation to the Parent and the Borrower, the audited consolidated income
statement, balance sheet and statement of cash flows of the Parent for its Financial
Year ended December 31, 2008; and

	 
	 	(b)	 	in relation to any other Obligor, such financial statements (if any) as may
be agreed to be delivered to the Agent pursuant to Clause 28 (Changes to the
Obligors).







	 	 	“Original Mortgages” means the first priority mortgages over the Collateral Vessels
entered into by the Borrower in favour of the Security Agent on or around the date hereof;

	 
	 	 	“Original Obligor” means the Borrower or an Original Guarantor.

	 
	 	 	“Original Share Pledge” means the security agreement between GulfMark Management Inc and
the Security Agent in relation to the entire issued share capital of the Borrower on or
around the date hereof.

	 
	 	 	“Participating Member State” means any member state of the European Communities that
adopts or has adopted the euro as its lawful currency in accordance with legislation of
the European Community relating to Economic and Monetary Union.

	 
	 	 	“Party” means a party to this Agreement.

	 
	 	 	“PBGC” means the U.S. Pension Benefit Guaranty Corporation, or any entity succeeding to
all or any of its functions under ERISA.

	 
	 	 	“Permitted Acquisitions” means any acquisition (by merger, consolidation, asset purchase
or otherwise) by the Obligor of all or substantially all the assets of, or all the Equity
Interests in, a Person or division or line of business of a Person, if (a) immediately
after giving effect thereto, no Default has occurred or would result therefrom, and (b)
the Parent and its consolidated Subsidiaries are in Pro Forma Compliance, after giving
effect to such acquisition, with Clause 22 (Financial Covenants), in each case recomputed
as at the last day of the most recently ended fiscal quarter of the Parent as if such
acquisition had occurred on the first day of each relevant period for testing such
compliance

	 
	 	 	“Permitted Subordinated Indebtedness” means Financial Indebtedness of the Borrower which
(i) does not mature, and is not subject to mandatory repurchase, redemption or
amortization (other than pursuant to customary asset sale or change in control provisions
requiring redemption or repurchase only if and to the extent then permitted by this
Agreement), in each case, prior to the date that is one year after the Termination Date,
(ii) is not secured, directly or indirectly, by any assets of the Borrower or any
Subsidiary, (iii) is not exchangeable or convertible into Financial Indebtedness of the
Borrower or any Subsidiary (other than Financial Indebtedness which would qualify as
“Permitted Subordinated Indebtedness” hereunder) or Disqualified Stock and (iv) is,
together with any guarantee thereof by any Subsidiary (a “Permitted Subordinated
Guarantee”),





17









 






	 	 	subordinated to the Obligations pursuant to subordination provisions that are no less
favorable to the Lenders than those applicable to offerings of “high yield” subordinated
debt by similar issuers of similar debt at or about the same time or pursuant to other
subordination provisions on terms reasonably satisfactory to the Agent.







	 	 	“Permitted Vessel Security” means:







	 	(a)	 	mechanics’ and repairmen’s Liens imposed by law, arising in the ordinary
course of business and securing obligations that are not overdue by more than 60 days
or are being contested in compliance with Clause 23.5 (Taxation);

	 
	 	(b)	 	Liens on Collateral Vessels created by the Original Mortgages.







	 	 	“Pre-Approved Classification Society” means the American Bureau of Shipping.

	 
	 	 	“Pro Forma Compliance” means, with respect to any event, that the applicable Obligor is in
pro forma compliance with each of the financial covenants set forth in Clause 22.1 hereof,
recomputed as if the event with respect to which Pro Forma Compliance is being tested had
occurred on the first day of each relevant period with respect to which current compliance
with any such financial covenant would be determined (for example, in the case of any such
financial covenant based on Consolidated Adjusted EBITDA, as if such event had occurred on
the first day of the four fiscal quarter period ending on the last day of the most recent
fiscal quarter in respect of which financial statements have been delivered pursuant to
Clause 21.1 (Financial statements) hereof). Pro forma calculations made pursuant to this
definition that require the calculation of Consolidated Adjusted EBITDA on a pro forma
basis will be made in accordance with the last paragraph of the definition of such term,
except that, when testing Pro Forma Compliance with respect to any acquisition or
disposition, references to Material Acquisition and Material Disposition in such last
paragraph will be deemed to include such acquisition and disposition.

	 
	 	 	“Qualifying Lender” has the meaning given to that term in Clause 14 (Tax gross-up and
indemnities).

	 
	 	 	“Quarter Date” means each 31 March, 30 June, 30 September and 31 December, the first such
Quarter Date being 31 March 2010.

	 
	 	 	“Quotation Day” means, in relation to any period for which an interest rate is to be
determined, two Business Days before the first day of that period unless market practice
differs in the Relevant Interbank Market, in which case the Quotation Day for that
currency will be determined by the Agent in accordance with market practice in the
Relevant Interbank Market (and if quotations would normally be given by leading banks in
the Relevant Interbank Market on more than one day, the Quotation Day will be the last of
those days).

	 
	 	 	“Receiver” means a receiver or receiver and manager or administrative receiver of the
whole or any part of the Charged Property.

	 
	 	 	“Recovery Event” means any settlement of or payment in respect of any Collateral Vessel or
casualty insurance claim or any condemnation proceeding relating to any Collateral Vessel.

	 
	 	 	“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four
decimal places) as supplied to the Agent at its request by the Reference Banks, as the
rate at which the relevant Reference Bank could borrow funds in the London interbank
market, in the relevant currency and for the relevant period, were it to do so by asking
for and then





18









 






	 	 	accepting interbank offers for deposits in reasonable market size in that currency and for
that period.







	 	 	“Reference Banks” means the principal London offices of The Royal Bank of Scotland plc,
HSBC Bank plc, Barclays Bank plc and Lloyds TSB Bank plc.

	 
	 	 	“Refinancing Indebtedness” means Indebtedness issued or incurred (including by means of
the extension or renewal of existing Indebtedness) to extend, renew, refinance, replace,
defease or refund, or in exchange for existing Indebtedness (“Refinanced Debt”); provided
that (i) such extending, renewing, refinancing, replacing, defeasing or refunding such
Indebtedness is in an original aggregate principal amount not greater than the aggregate
principal amount of, and unpaid interest on, the Refinanced Debt plus the amount of any
premiums paid thereon and fees and expenses associated therewith, (ii) such Indebtedness
has an equal or later final maturity and an equal or longer Weighted Average Life than the
Refinanced Debt, (iii) if the Refinanced Debt or any guarantees thereof are subordinated
to the obligations owed to the Lenders, such Indebtedness and guarantees thereof are
subordinated to the obligations owed to the Lenders on terms no less favorable in any
material respect to the holders of the obligations owed to the Lenders than the
subordination terms of such Refinanced Debt or guarantees thereof (and no Loan Party that
has not guaranteed such Refinanced Debt guarantees such Indebtedness), (iv) if such
Refinanced Debt or any guarantees thereof are secured, such Indebtedness and any
guarantees thereof are either unsecured or secured only by such assets as secured the
Refinanced Debt and guarantees thereof, (vii) if such Refinanced Debt and any guarantees
thereof are unsecured, such Indebtedness and guarantees thereof are also unsecured, (v)
such Indebtedness is issued only by the issuer of such Refinanced Debt and (vi) such
Indebtedness is incurred not more than 30 days prior to and not more than 30 days after
the date on which such Refinanced Debt is repaid, extended or renewed.

	 
	 	 	“Relevant Interbank Market” means the London interbank market.

	 
	 	 	“Relevant Jurisdiction” means, in relation to an Obligor:







	 	(a)	 	its jurisdiction of incorporation;

	 
	 	(b)	 	any jurisdiction where any asset subject to or intended to be subject to
the Transaction Security to be created by it is situated;

	 
	 	(c)	 	any jurisdiction where it conducts its business; and

	 
	 	(d)	 	the jurisdiction whose laws govern the perfection of any of the Transaction
Security Documents entered into by it.







	 	 	“Relevant Period” means each period of twelve months ending on or about the last day of
each Financial Quarter.

	 
	 	 	“Reliance Parties” means the Agent, the Arranger, the Security Agent, each Hedge
Counterparty, each Original Lender and each person which becomes a Lender as part of any
syndication of the Facilities.

	 
	 	 	“Repayment Date” means each date set out in the first column of paragraph (a) of Clause
6.1 (Repayment of Loan).

	 
	 	 	“Repayment Instalment” means in respect of each Repayment Date the relevant amount
appearing opposite that date in paragraph (a) of Clause 6.1 (Repayment of Loan).





19









 












	 	 	“Repeating Representations” means each of the representations set out in Clause 20.2
(Status) to Clause 20.7 (Governing law and enforcement), Clause 20.11 (No default),
paragraph (c) of Clause 20.12 (No misleading information), Clause 20.13 (Original
Financial Statements) and Clause 20.19 (Ranking) to Clause 20.21 (Legal and beneficial
ownership).

	 
	 	 	“Representative” means any delegate, agent, manager, administrator, nominee, attorney,
trustee or custodian.

	 
	 	 	“Required Net Asset Threshold” means (i) with respect to the Borrower, Total Assets of the
Borrower shall be not less than $330 million, and (ii) with respect to the Parent, Total
Assets of the Parent shall be not less than $1.2 billion.

	 
	 	 	“Responsible Officer” means the chief executive officer, president, or chief Financial
Officer of the Guarantor or the Borrower, as applicable, but in any event, with respect to
financial matters, the Financial Officer, chief executive officer or president of the
Guarantor or the Borrower, as applicable

	 
	 	 	“Screen Rate” means, in relation to LIBOR, the British Bankers’ Association Interest
Settlement Rate for US dollars for the relevant currency period displayed on the
appropriate page of the Reuters screen. If the agreed page is replaced or service ceases
to be available, the Agent may specify another page or service displaying the appropriate
rate after consultation with the Borrower and the Lenders.

	 
	 	 	“Secured Parties” means each Finance Party from time to time party to this Agreement and
any Receiver or Delegate.

	 
	 	 	“Security” means a mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar effect.

	 
	 	 	“Selection Notice” means a notice substantially in the form set out in Part II of Schedule
3 (Requests and Notices) given in accordance with Clause 11 (Interest Periods) in relation
to the Facility.

	 
	 	 	“Senior Management” means, with respect to any Person, the chairman of the board of
directors, the president, the chief executive officer, the chief financial officer, the
chief accounting officer, the treasurer or the general counsel.

	 
	 	 	“Shipping Documents” means the documents listed in paragraphs 2(e), 2(f), 8, 9, 10 and 11
of Schedule 2 (Conditions Precedent).

	 
	 	 	“SMC” means a valid safety management certificate issued for a Collateral Vessel by or on
behalf of the Administration under paragraph 13.7 of the ISM Code.

	 
	 	 	“Specified Time” means a time determined in accordance with Schedule 8 (Timetable).

	 
	 	 	“Subsidiary” means, with respect to any Person at any date, any corporation, limited
liability company, partnership, association or other entity the accounts of which would be
consolidated with those of the Parent in the Parent’s consolidated financial statements if
such financial statements were prepared in accordance with GAAP as of such date, as well
as any other Person (a) of which securities or other ownership interest representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such date,
owned, controlled or held, or (b) that is, as of such date, otherwise controlled by the
Parent or one or





20









 






	 	 	more Subsidiaries of the Parent or by the Parent and one or more Subsidiaries of the
Parent. “Subsidiaries” shall be construed accordingly.







	 	 	“Syndication Date” means the day on which the relevant Arranger confirms that the primary
syndication of the Facilities has been completed.

	 
	 	 	“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same).

	 
	 	 	“Termination Date” means 31 December 2012.

	 
	 	 	“Total Commitments” means the aggregate of the Commitments, being $US 200,000,000 at the
date of this Agreement.

	 
	 	 	“Transaction Security” means the Security created or expressed to be created in favour of
the Security Agent pursuant to the Transaction Security Documents.

	 
	 	 	“Transaction Security Documents” means each of the documents listed as being a Transaction
Security Document in paragraphs 2(f) and 2(g) of Schedule 2 (Conditions Precedent), any
documents referred to in or provided pursuant to Clauses 23.6 (Merger) and 28.4
(Reorganisation permitted), any document required to be delivered to the Agent under
Clause 28.2 (Additional Guarantors) together with any other document entered into by any
Obligor creating or expressed to create any Security over all or any part of its assets in
respect of the obligations of any of the Obligors under any of the Finance Documents.

	 
	 	 	“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5
(Form of Transfer Certificate) or any other form agreed between the Agent and the Parent.

	 
	 	 	“Transfer Date” means, in relation to an assignment or a transfer, the later of:







	 	(a)	 	the proposed Transfer Date specified in the relevant Assignment Agreement
or Transfer Certificate; and

	 
	 	(b)	 	the date on which the Agent executes the relevant Assignment Agreement or
Transfer Certificate.







	 	 	“Treasury Transactions” means any derivative transaction entered into in connection with
protection against or benefit from fluctuation in any rate or price.

	 
	 	 	“UCC” means the Uniform Commercial Code as from time to time in effect in the State of
Delaware, or, if the Uniform Commercial Code in any other State of the United States of
America is mandatorily applicable with respect to any particular matter, the Uniform
Commercial Code as from time to time in effect in such other State of the United States of
America.

	 
	 	 	“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance
Documents.

	 
	 	 	“US dollar” or “US$” means the lawful currency of the United States of America.

	 
	 	 	“Utilisation Date” means the date of a Loan, being the date on which the relevant Loan is
to be made.







21











 





	 	 	“Utilisation Request” means a notice substantially in the relevant form set out in Part I
of Schedule 3 (Requests and Notices).

	 
	 	 	“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other
tax of a similar nature.

	 
	 	 	“Weighted Average Life” means, when applied to any Financial Indebtedness at any date, the
number of years obtained by dividing:







	 
	 	(a)	 	the sum of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) that will elapse between such
date and the making of such payment; by

	 
	 	(b)	 	the then outstanding principal amount of such Financial Indebtedness.











	1.2	 	Construction







	 	(a)	 	Unless a contrary indication appears, a reference in this Agreement to:







	 	(i)	 	the “Agent”, the “Arranger”, any “Finance Party”, any
“Hedge Counterparty”, any “Lender”, any “Obligor”, any “Party”, any “Secured
Party”, the “Security Agent” or any other person shall be construed so as to
include its successors in title, permitted assigns and permitted transferees
and, in the case of the Security Agent, any person for the time being
appointed as Security Agent or Security Agents in accordance with the
Finance Documents;

	 
	 	(ii)	 	a document in “agreed form” is a document which is
previously agreed in writing by or on behalf of the Parent and the Agent or,
if not so agreed, is in the form specified by the Agent;

	 
	 	(iii)	 	“assets” includes present and future properties,
revenues and rights of every description;

	 
	 	(iv)	 	a “Finance Document” or any other agreement or instrument
is a reference to that Finance Document or other agreement or instrument as
amended, novated, supplemented, extended or restated;

	 
	 	(v)	 	“guarantee” means (other than in Clause 19 (Guarantee and
Indemnity)) any guarantee, letter of credit, bond, indemnity or similar
assurance against loss, or any obligation, direct or indirect, actual or
contingent, to purchase or assume any indebtedness of any person or to make
an investment in or loan to any person or to purchase assets of any person
where, in each case, such obligation is assumed in order to maintain or
assist the ability of such person to meet its indebtedness;

	 
	 	(vi)	 	“indebtedness” includes any obligation (whether incurred
as principal or as surety) for the payment or repayment of money, whether
present or future, actual or contingent;

	 
	 	(vii)	 	“Person” or “person” means a firm, corporation,
partnership (limited or general), limited liability company, business
association, trust or other entity of any kind, whether similar or
dissimilar to any of the foregoing;





22









 






	 	(viii)	 	a “regulation” includes any regulation, rule, official directive, request
or guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or of any
regulatory, self-regulatory or other authority or organisation;

	 
	 	(ix)	 	a provision of law is a reference to that provision as
amended or re-enacted; and

	 
	 	(x)	 	a time of day is a reference to London time.







	 	(b)	 	Section, Clause and Schedule headings are for ease of reference only.

	 
	 	(c)	 	Unless a contrary indication appears, a term used in any other Finance
Document or in any notice given under or in connection with any Finance Document has
the same meaning in that Finance Document or notice as in this Agreement.

	 
	 	(d)	 	A Default (other than an Event of Default) is “continuing” if it has not
been remedied or waived and an Event of Default is “continuing” if it has not been
remedied waived.

	 
	 	(e)	 	In this Agreement, reference to any English legal term for any action,
remedy, method of judicial proceeding, legal document, legal status, court, official
or any legal concept, state of affairs or thing is deemed, in respect of any
jurisdiction other than England, to include that which most approximates in that
jurisdiction to the English legal term.











	1.3	 	Third party rights

	 
	 	 	A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce or enjoy the benefit of any term of this Agreement.







	 	(a)	 	Unless expressly provided to the contrary in a Finance Document a person
who is not a Party has no right under the Contracts (Rights of Third Parties) Act
1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this
Agreement.

	 
	 	(b)	 	Notwithstanding any term of any Finance Document, the consent of any person
who is not a Party is not required to rescind or vary this Agreement at any time.











	1.4	 	Accounting Terms; GAAP

	 
	 	 	Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to time. All
terms of an accounting or financial nature used herein shall be construed, and all
computations of amounts and ratios referred to herein shall be made, without giving effect
to any election under Statement of Financial Accounting Standards 159 (or any other
Financial Accounting Standard having a similar result or effect) to value any Indebtedness
or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined
therein.





23









 











SECTION 2




THE FACILITY









	2	 	THE FACILITY











	2.1	 	The Facility

	 
	 	 	Subject to the terms of this Agreement, the Lenders make available to the Borrower a US
dollar term loan facility in an aggregate amount equal to the Total Commitments.











	2.2	 	Finance Parties’ rights and obligations







	 	(a)	 	The obligations of each Finance Party under the Finance Documents are
several. Failure by a Finance Party to perform its obligations under the Finance
Documents does not affect the obligations of any other Party under the Finance
Documents. No Finance Party is responsible for the obligations of any other Finance
Party under the Finance Documents.

	 
	 	(b)	 	The rights of each Finance Party under or in connection with the Finance
Documents are separate and independent rights and any debt arising under the Finance
Documents to a Finance Party from an Obligor shall be a separate and independent
debt.

	 
	 	(c)	 	A Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce its rights under the Finance Documents.











	2.3	 	Parent’s Agent

	 
	 	 	Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement,
variation, notice or other communication given or made by the Borrower or given to the
Borrower under any Finance Document on behalf of the Parent or in connection with any
Finance Document (whether or not known to the Parent) shall be binding for all purposes on
the Parent as if the Parent had expressly made, given or concurred with it. In the event
of any conflict between any notices or other communications of the Borrower and the
Parent, those of the Borrower shall prevail.











	3	 	PURPOSE











	3.1	 	Purpose

	 
	 	 	The Borrower shall apply all amounts borrowed by it under the Facility towards refinancing
the Existing Debt in full on or before 31 December 2009 as described in the Funds Flow
Statement.











	3.2	 	Monitoring

	 
	 	 	No Finance Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.











	4	 	CONDITIONS OF UTILISATION











	4.1	 	Initial conditions precedent

	 
	 	 	The Lenders will only be obliged to comply with Clause 5.4 (Original Lenders’ Advance) in
relation to the Loan if on or before the Utilisation Date for the Loan, the Agent has
received





24









 






	 	 	all of the documents and other evidence listed in Schedule 2 (Conditions precedent) in
form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the
Lenders promptly upon being so satisfied.











	4.2	 	Further conditions precedent

	 
	 	 	Subject to Clause 4.1 (Initial Conditions Precedent), the Lenders will only be obliged to
comply with Clause 5.4 (Original Lenders’ Advance), if on the date of the Utilisation
Request and on the proposed Utilisation Date:







	 	(a)	 	no Default is continuing or would result from the proposed Loan; and

	 
	 	(b)	 	all the representations and warranties in Clause 20 (Representations) are
true.











	4.3	 	Single drawdown and maximum number of Loans







	 	(a)	 	The Facility shall be drawn down in full by means of one initial Loan
pursuant to the initial Utilisation Request.

	 
	 	(b)	 	The Borrower may not request that a Loan be divided pursuant to Clause 11.4
(Division and consolidation of Loans) if, as a result of the proposed division, five
or more Loans would be outstanding.





25









 











SECTION 3




UTILISATION









	5	 	UTILISATION











	5.1	 	Delivery of a Utilisation Request

	 
	 	 	The Borrower may utilise the Facility by delivery to the Agent of a duly completed
Utilisation Request not later than the Specified Time.











	5.2	 	Completion of a Utilisation Request for Loans

	 
	 	 	The Utilisation Request for the Loan is irrevocable and will not be regarded as having
been duly completed unless:







	 	(a)	 	the proposed Utilisation Date is a Business Day within the Availability
Period;

	 
	 	(b)	 	the currency and amount of the Loan complies with Clause 5.3 (Currency and
amount); and

	 
	 	(c)	 	the proposed Interest Period complies with Clause 11 (Interest Periods).











	5.3	 	Currency and amount







	 	(a)	 	The currency specified in a Utilisation Request must be the Currency.

	 
	 	(b)	 	The amount of the proposed Loan must be an amount equal to the Available
Facility.











	5.4	 	Original Lenders’ Advance

	 
	 	 	If the conditions set out in this Agreement have been met, the Original Lender shall make
the Loan available by the Utilisation Date through its Facility Office.











	5.5	 	Limitations on Loans

	 
	 	 	The Facility may only be utilised on or before 31 December 2009.











	5.6	 	Cancellation of Commitment

	 
	 	 	Any Commitments which, at that time, are unutilised shall be immediately cancelled at the
end of the Availability Period.





26









 











SECTION 4




REPAYMENT, PREPAYMENT AND CANCELLATION









	6	 	REPAYMENT











	6.1	 	Repayment of Loan







	 	(a)	 	The Borrower shall repay the Loan in instalments by repaying on each
Repayment Date an amount which reduces the Amount of the outstanding Loan by the
amount set out opposite that Repayment Date below:






	 	 	 	 	 
	Repayment Date	 	Repayment Instalment
	 
	 	 	 	 
	31/03/2010
	 	US$	8,333,333.33	 
	30/06/2010
	 	US$	8,333,333.33	 
	30/09/2010
	 	US$	8,333,333.33	 
	31/12/2010
	 	US$	8,333,333.33	 
	31/03/2011
	 	US$	8,333,333.33	 
	30/06/2011
	 	US$	8,333,333.33	 
	30/09/2011
	 	US$	8,333,333.33	 
	31/12/2011
	 	US$	8,333,333.33	 
	31/03/2012
	 	US$	8,333,333.33	 
	30/06/2012
	 	US$	8,333,333.33	 
	30/09/2012
	 	US$	8,333,333.33	 
	31/12/2012
	 	US$	 108,333,333.37	 







	 	(b)	 	On the Termination Date, all sums due or owing hereunder or pursuant
hereto shall be paid or repaid and all Commitments shall reduce to zero.

	 
	 	(c)	 	The Borrower may not reborrow any part of the Facility which is repaid.











	6.2	 	Effect of cancellation and prepayment on scheduled repayments and reductions







	 	(a)	 	If the Borrower cancels the whole or any part of the Commitments in
accordance with Clause 7.4 (Right of cancellation and repayment in relation to a
single Lender) or if the Commitment of any Lender is reduced under Clause 7.1
(Illegality) then the amount of the Repayment Instalment for each Repayment Date
falling after that cancellation will reduce pro rata by the amount cancelled.

	 
	 	(b)	 	If the Borrower cancels the whole or any part of the Commitments in
accordance with Clause 7.2 (Voluntary cancellation) then the amount of the Repayment
Instalment for each Repayment Date falling after that cancellation will reduce pro
rata by the amount cancelled.

	 
	 	(c)	 	If any of the Loans are prepaid in accordance with Clause 7.1 (Illegality),
Clause 7.3 (Voluntary prepayment of Loans) or Clause 7.4 (Right of cancellation and
repayment in relation to a single Lender) or then the amount of the Repayment
Instalment for each Repayment Date falling after that prepayment will reduce pro rata
by the amount of the Loan prepaid.





27









 
















	7	 	ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION











	7.1	 	Illegality

	 
	 	 	If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its
obligations as contemplated by this Agreement or to fund, issue or maintain its
participation in any Loan:







	 	(a)	 	that Lender, shall promptly notify the Agent upon becoming aware of that
event;

	 
	 	(b)	 	upon the Agent notifying the Borrower, the Commitment of that Lender will
be immediately cancelled; and

	 
	 	(c)	 	each Borrower shall repay that Lender’s participation in the Loans made to
that Borrower on the last day of the Interest Period for each Loan occurring after
the Agent has notified the Borrower or, if earlier, the date specified by the Lender
in the notice delivered to the Agent (being no earlier than the last day of any
applicable grace period permitted by law).











	7.2	 	Voluntary cancellation

	 
	 	 	The Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter
period as the Majority Lenders may agree) prior notice, cancel the whole or any part
(being a minimum amount of US$1,000,000) of the Available Facility. Any cancellation under
this Clause 7.2 shall reduce the Commitments of the Lenders rateably under the Facility.







	7.3	 	Voluntary prepayment of Loans







	 	(a)	 	The Borrower may, if it gives the Agent not less than 5 Business Days’ (or
such shorter period as the Majority Lenders may agree) prior notice, prepay the whole
or any part of the Loan (but, if in part, being an amount that reduces the Amount of
the Loan by a minimum amount of US$1,000,000). Multiple partial prepayments are
permitted, subject to the terms hereof.

	 
	 	(b)	 	All or any part of the Loan may only be prepaid after the last day of the
Availability Period (or, if earlier, the day on which the applicable Available
Facility is zero).







	7.4	 	Right of cancellation and repayment in relation to a single Lender







	 	(a)	 	If:







	 	(i)	 	any sum payable to any Lender by an Obligor is required
to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or

	 
	 	(ii)	 	any Lender claims indemnification from the Parent or an
Obligor under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs),







	 	 	 	the Borrower may, whilst the circumstance giving rise to the requirement for that
increase or indemnification continues, give the Agent notice of cancellation of
the Commitment of that Lender and its intention to procure the repayment of that
Lender’s participation in the Loans.

	 
	 	(b)	 	On receipt of a notice referred to in paragraph (a) above in relation to a
Lender, the Commitment of that Lender shall immediately be reduced to zero.





28









 












	 	(c)	 	On the last day of each Interest Period which ends after the Borrower has
given notice under paragraph (a) above in relation to a Lender (or, if earlier, the
date specified by the Borrower in that notice), the Borrower shall repay that
Lender’s participation in that Loan together with all interest and other amounts
accrued under the Finance Documents.











	8	 	MANDATORY PREPAYMENT

	 
	 	 	Upon the occurrence of:







	 	(a)	 	a Change of Control; or

	 
	 	(b)	 	the sale of all or substantially all of the assets of any Obligor whether
in a single transaction or a series of related transactions,







	 	 	the Majority Lenders may elect to cancel the Facility and if so cancelled then all
outstanding Loans, together with accrued interest, and all other amounts accrued under the
Finance Documents, shall upon request by the Agent thereupon become immediately due and
payable.











	9	 	RESTRICTIONS











	9.1	 	Notices of Cancellation or Prepayment

	 
	 	 	Any notice of cancellation, prepayment, authorisation or other election given by any Party
under Clause 7 (Illegality, voluntary prepayment and cancellation) shall (subject to the
terms of Clause 7) be irrevocable and, unless a contrary indication appears in this
Agreement, shall specify the date or dates upon which the relevant cancellation or
prepayment is to be made and the amount of that cancellation or prepayment.











	9.2	 	Interest and other amounts

	 
	 	 	Any prepayment under this Agreement shall be made together with accrued interest on the
amount prepaid and, subject to any Break Costs, without premium or penalty.











	9.3	 	No reborrowing of Facility

	 
	 	 	No Borrower may reborrow any part of the Facility which is prepaid.











	9.4	 	Prepayment in accordance with Agreement

	 
	 	 	No Borrower shall repay or prepay all or any part of the Loans or cancel all or any part
of the Commitments except at the times and in the manner expressly provided for in this
Agreement.











	9.5	 	No reinstatement of Commitments

	 
	 	 	No amount of the Total Commitments cancelled under this Agreement may be subsequently
reinstated.











	9.6	 	Agent’s receipt of Notices

	 
	 	 	If the Agent receives a notice under Clause 7 (Illegality, voluntary prepayment and
cancellation), it shall promptly forward a copy of that notice or election to either the
Borrower or the affected Lender, as appropriate.





29









 
















	9.7	 	Effect of Repayment and Prepayment on Commitments

	 
	 	 	If all or part of a Loan under the Facility is repaid or prepaid and is not available for
redrawing, an amount of the Commitments (equal to the amount of the Loan which is repaid
or prepaid) in respect of the Facility will be deemed to be cancelled on the date of
repayment or prepayment. Any cancellation under this Clause 9.7 shall reduce the
Commitments of the Lenders rateably under the Facility.





30









 











SECTION 5




COSTS OF UTILISATION









	10	 	INTEREST











	10.1	 	Calculation of interest

	 
	 	 	The rate of interest on each Loan for each Interest Period is the percentage rate per
annum which is the aggregate of the applicable:







	 	(a)	 	Margin;

	 
	 	(b)	 	LIBOR; and

	 
	 	(c)	 	Mandatory Cost, if any.











	10.2	 	Payment of interest

	 
	 	 	The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the
last day of each Interest Period (and, if the Interest Period is longer than six Months,
on the dates falling at six Monthly intervals after the first day of the Interest Period).











	10.3	 	Default interest







	 	(a)	 	If an Obligor fails to pay any amount payable by it under a Finance
Document on its due date, interest shall accrue on the overdue amount from the due
date up to the date of actual payment (both before and after judgment) at a rate
which, subject to paragraph (b) below, is two (2) per cent. higher than the rate
which would have been payable if the overdue amount had, during the period of
non-payment, constituted a Loan in the currency of the overdue amount for successive
Interest Periods, each of a duration selected by the Agent (acting reasonably). Any
interest accruing under this Clause 10.3 shall be immediately payable by the Obligor
on demand by the Agent.

	 
	 	(b)	 	If any overdue amount consists of all or part of a Loan which became due on
a day which was not the last day of an Interest Period relating to that Loan:







	 	(i)	 	the first Interest Period for that overdue amount shall
have a duration equal to the unexpired portion of the current Interest
Period relating to that Loan; and

	 
	 	(ii)	 	the rate of interest applying to the overdue amount
during that first Interest Period shall be two (2) per cent. higher than the
rate which would have applied if the overdue amount had not become due.







	 	(c)	 	Default interest (if unpaid) arising on an overdue amount will be
compounded with the overdue amount at the end of each Interest Period applicable to
that overdue amount but will remain immediately due and payable.











	10.4	 	Notification of rates of interest

	 
	 	 	The Agent shall promptly notify the Lenders and the Borrower (or the Parent) of the
determination of a rate of interest under this Agreement.





31









 
















	11	 	INTEREST PERIODS











	11.1	 	Selection of Interest Periods and Terms







	 	(a)	 	The Borrower (or the Parent on behalf of the Borrower) may select an
Interest Period for a Loan in the Utilisation Request for that Loan or, (if the Loan
has already been borrowed) in a Selection Notice.

	 
	 	(b)	 	Each Selection Notice for a Loan is irrevocable and must be delivered to
the Agent by the Borrower (or the Parent on behalf of the Borrower) to which that
Loan was made not later than the Specified Time.

	 
	 	(c)	 	If the Borrower (or the Parent) fails to deliver a Selection Notice to the
Agent in accordance with paragraph (b) above, the relevant Interest Period will,
subject to Clause 11.2 (Changes to Interest Periods), be three Months.

	 
	 	(d)	 	Subject to this Clause 11, a Borrower (or the Parent) may select an
Interest Period of three or six Months or any other period agreed between the Parent
and the Agent (acting on the instructions of all the Lenders in relation to the
relevant Loan).

	 
	 	(e)	 	An Interest Period for a Loan shall not extend beyond the Termination Date.

	 
	 	(f)	 	Each Interest Period for a Loan shall start on the Utilisation Date or (if
already made) on the last day of its preceding Interest Period, and shall end on a
Repayment Date.











	11.2	 	Changes to Interest Periods







	 	(a)	 	Prior to determining the interest rate for a Loan, the Agent may shorten an
Interest Period for any Loan to ensure that sufficient Loans have an Interest Period
ending on a Repayment Date such that the Borrower shall make the relevant Repayment
Instalment due on that date.

	 
	 	(b)	 	If the Agent makes any of the changes to an Interest Period referred to in
this Clause 11.2, it shall promptly notify the Borrower and the Lenders.











	11.3	 	Non-Business Days

	 
	 	 	If an Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month (if there
is one) or the preceding Business Day (if there is not).











	11.4	 	Division and consolidation of Loans







	 	(a)	 	Subject to Clause 4.3 (Single drawdown and maximum number of Loans), if a
Borrower (or the Parent on its behalf) requests in a Selection Notice that a Loan be
divided into two or more Loans with different Interest Periods, that Loan will, on
the last day of its Interest Period, be so divided with Amounts specified in that
Selection Notice, having an aggregate Amount equal to the Amount of the Loan
immediately before its division.

	 
	 	(b)	 	Subject to paragraph (a) above, if two or more Interest Periods end on the
same date, those Loans will, unless the Borrower specifies to the contrary in the





32









 






	 	 	 	Selection Notice for the next Interest Period, be consolidated into, and treated
as, a single Loan on the last day of the Interest Period.











	12	 	CHANGES TO THE CALCULATION OF INTEREST











	12.1	 	Absence of quotations

	 
	 	 	Subject to Clause 12.2 (Market disruption) if LIBOR is to be determined by reference to
the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time
on the Quotation Day, LIBOR shall be determined on the basis of the quotations of the
remaining Reference Banks.











	12.2	 	Market disruption







	 	(a)	 	If a Market Disruption Event occurs in relation to a Loan for any Interest
Period, then the rate of interest on each Lender’s share of that Loan for the
Interest Period shall be the percentage rate per annum which is the sum of:







	 	(i)	 	the Margin;

	 
	 	(ii)	 	the rate notified to the Agent by that Lender as soon as
practicable and in any event prior to the date on which interest is due to
be paid in respect of that Interest Period), to be that which expresses as a
percentage rate per annum the cost to that Lender of funding its
participation in that Loan from whatever source it may reasonably select;
and

	 
	 	(iii)	 	the Mandatory Cost, if any, applicable to that Lender’s
participation in the Loan.







	 	(b)	 	If:







	 	(i)	 	the percentage rate per annum notified by a Lender
pursuant to paragraph (a)(ii) above is less than LIBOR; or

	 
	 	(ii)	 	a Lender has not notified the Agent of a percentage rate
per annum pursuant to paragraph (a)(ii) above,







	 	 	the cost to that Lender of funding its participation in that Loan for that Interest Period
shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.







	 	(c)	 	In this Agreement:

	 
	 	 	 	“Market Disruption Event” means at or about noon on the Quotation Day for the
relevant Interest Period the Screen Rate is not available and none or only one of
the Reference Banks supplies a rate to the Agent to determine LIBOR for the
currency and Interest Period;











	12.3	 	Changes in market circumstances

	 
	 	 	If at any time a Lender determines that the cost to that Lender of funding its
participation in any Loan exceeds LIBOR then:-







	 	(a)	 	the Lender shall give notice to the Agent and the Agent shall give notice
to the Borrower of the occurrence of such event; and





33









 






	 	(b)	 	the Agent shall as soon as reasonably practicable certify to the Borrower
in writing the effective cost to the Lender of maintaining its Commitment for such
further period as shall be selected by that Lender and the rate of interest payable
by the Borrower for that period; or, if that is not acceptable to the Borrower,

	 
	 	(c)	 	the Agent in accordance with instructions from that Lender and subject to
that Lender’s approval of any agreement between the Agent and the Borrower, will
negotiate with the Borrower in good faith with a view to modifying this Agreement to
provide a substitute basis for that Lender’s Commitment which is financially a
substantial equivalent to the basis provided for in this Agreement.







	 	 	If, within thirty days of the giving of the notice referred to in paragraph (a) above, the
Borrower and the Agent fail to agree in writing on a substitute basis for such Lender’s
Commitment the Borrower will within 45 days immediately prepay the amount of such Lender’s
Commitment and the Total Commitments will automatically decrease by the amount of such
Commitment and such decrease shall not be reversed. Clause 12.4 shall apply to that
prepayment if it is made on a day other than the last day of an Interest Period.











	12.4	 	Break Costs







	 	(a)	 	Each Borrower shall, within three Business Days of demand by a Finance
Party, pay to that Finance Party its Break Costs attributable to all or any part of a
Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an
Interest Period for that Loan or Unpaid Sum.

	 
	 	(b)	 	Each Lender shall, as soon as reasonably practicable after a demand by the
Agent, provide a certificate confirming the amount of its Break Costs for any
Interest Period in which they accrue.











	13	 	FEES











	13.1	 	Commitment fee







	 	(a)	 	The Borrower shall pay to the Agent (for the account of each Lender) a fee
in the Currency computed at the rate of fifty per cent. (50%) of the Margin per annum
on that Lender’s Available Commitment for the Availability Period applicable to the
Facility.

	 
	 	(b)	 	The accrued commitment fee is payable on the last day of each successive
period of three Months which ends during the Availability Period, on the last day of
the Availability Period and on the cancelled amount of the relevant Lender’s
Commitment at the time the cancellation is effective.











	13.2	 	Arrangement fee

	 
	 	 	The Borrower shall pay to the Arranger an arrangement fee in the amount and at the times
agreed in a Fee Letter.





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SECTION 6




ADDITIONAL PAYMENT OBLIGATIONS









	14	 	TAX GROSS UP AND INDEMNITIES











	14.1	 	Definitions

	 
	 	 	In this Agreement:

	 
	 	 	“Protected Party” means a Finance Party which is or will be subject to any liability, or
required to make any payment, for or on account of Tax in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or receivable) under
a Finance Document.

	 
	 	 	“Qualifying Lender” means:







	 	(a)	 	a Lender (other than a Lender within paragraph (b) below) which is
beneficially entitled to interest payable to that Lender in respect of an advance
under a Finance Document and is:







	 	(i)	 	a Lender:







	 	(A)	 	which is a bank (as defined for the
purpose of section 879 of the ITA) making an advance under a
Finance Document; or

	 
	 	(B)	 	in respect of an advance made under a
Finance Document by a person that was a bank (as defined for the
purpose of section 879 of the ITA) at the time that that advance
was made,







	 	 	 	and which is within the charge to United Kingdom corporation tax as
respects any payments of interest made in respect of that advance; or

	 
	 	(ii)	 	a Lender which is:







	 	(A)	 	a company resident in the United
Kingdom for United Kingdom tax purposes;

	 
	 	(B)	 	a partnership each member of which
is:







	 	(1)	 	a company so
resident in the United Kingdom; or

	 
	 	(2)	 	a company not so
resident in the United Kingdom which carries on a trade
in the United Kingdom through a permanent establishment
and which brings into account in computing its chargeable
profits (for the purposes of section 11(2) of the Taxes
Act) the whole of any share of interest payable in
respect of that advance that falls to it by reason of
sections 114 and 115 of the Taxes Act;







	 	(C)	 	a company not so resident in the
United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account
interest payable in respect of that advance in computing the
chargeable profits (for





35









 






	 	 	 	the purposes of section 11(2) of the Taxes Act) of that company; or







	 	(iii)	 	a Treaty Lender; or







	 	(b)	 	a building society (as defined for the purpose of section 880 of the ITA)
making an advance under a Finance Document.







	 	 	“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled
to interest payable to that Lender in respect of an advance under a Finance Document is
either:







	 	(c)	 	a company resident in the United Kingdom for United Kingdom tax purposes;

	 
	 	(d)	 	a partnership each member of which is:







	 	(i)	 	a company so resident in the United Kingdom; or

	 
	 	(ii)	 	a company not so resident in the United Kingdom which
carries on a trade in the United Kingdom through a permanent establishment
and which brings into account in computing its chargeable profits (within
the meaning of section 19 of the CTA) the whole of any share of interest
payable in respect of that advance that falls to it by reason of Part 17 of
the CTA; or







	 	(e)	 	a company not so resident in the United Kingdom which carries on a trade in
the United Kingdom through a permanent establishment and which brings into account
interest payable in respect of that advance in computing the chargeable profits (for
the purposes of section 11(2) of the Taxes Act).







	 	 	“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

	 
	 	 	“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment
under a Finance Document.

	 
	 	 	“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party
under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

	 
	 	 	“Treaty Lender” means a Lender which is entitled to the benefits of a Treaty.

	 
	 	 	“Treaty” means a double taxation agreement with the United States of America which makes
provision for full exemption from Tax Deductions imposed by the United States of America
on interest.

	 
	 	 	“UK Non-Bank Lender” means a Lender which gives a Tax Confirmation in the Transfer
Certificate which it executes on becoming a Party.

	 
	 	 	Unless a contrary indication appears, in this Clause 14 (Tax Gross Up and Indemnities) a
reference to “determines” or “determined” means a determination made in the absolute
discretion of the person making the determination.











	14.2	 	Tax gross-up







	 	(a)	 	Each Obligor shall make all payments to be made by it without any Tax
Deduction, unless a Tax Deduction is required by law.





36









 






	 	(b)	 	The Company shall promptly upon becoming aware that an Obligor must make a
Tax Deduction (or that there is any change in the rate or the basis of a Tax
Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent
on becoming so aware in respect of a payment payable to that Lender. If the Agent
receives such notification from a Lender it shall notify the Company and that
Obligor.

	 
	 	(c)	 	If a Tax Deduction is required by law to be made by an Obligor, the amount
of the payment due from that Obligor shall be increased to an amount which (after
making any Tax Deduction) leaves an amount equal to the payment which would have been
due if no Tax Deduction had been required.

	 
	 	(d)	 	A payment shall not be increased under paragraph (c) above by reason of a
Tax Deduction on account of Tax imposed by the United Kingdom or the United States of
America, if on the date on which the payment falls due:







	 	(i)	 	the payment could have been made to the relevant Lender
without a Tax Deduction if the Lender had been a Qualifying Lender, but on
that date that Lender is not or has ceased to be a Qualifying Lender other
than as a result of any change after the date it became a Lender under this
Agreement in (or in the interpretation, administration, or application of)
any law or Treaty or any published practice or published concession of any
relevant taxing authority; or

	 
	 	(ii)	 	the relevant Lender is a Qualifying Lender solely by
virtue of paragraph (i)(B) of the definition of Qualifying Lender; and:







	 	(A)	 	an officer of H.M. Revenue & Customs
has given (and not revoked) a direction (a “Direction”) under
section 931 of the ITA which relates to the payment and that
Lender has received from the Obligor making the payment or from
the Company a certified copy of that Direction; and

	 
	 	(B)	 	the payment could have been made to
the Lender without any Tax Deduction if that Direction had not
been made; or







	 	(iii)	 	the relevant Lender is a Qualifying Lender solely by
virtue of paragraph (i)(B) of the definition of Qualifying Lender and:







	 	(A)	 	the relevant Lender has not given a
Tax Confirmation to the Company; and

	 
	 	(B)	 	the payment could have been made to
the Lender without any Tax Deduction if the Lender had given a Tax
Confirmation to the Company, on the basis that the Tax
Confirmation would have enabled the Company to have formed a
reasonable belief that the payment was an “excepted payment” for
the purpose of section 930 of the ITA; or







	 	(iv)	 	the relevant Lender is a Treaty Lender and the Obligor
making the payment is able to demonstrate that the payment could have been
made to the Lender without the Tax Deduction had that Lender complied with
its obligations under paragraph (g) below.





37









 












	 	(e)	 	If an Obligor is required to make a Tax Deduction, that Obligor shall make
that Tax Deduction and any payment required in connection with that Tax Deduction
within the time allowed and in the minimum amount required by law.

	 
	 	(f)	 	Within thirty days of making either a Tax Deduction or any payment required
in connection with that Tax Deduction, the Obligor making that Tax Deduction shall
deliver to the Agent for the Finance Party entitled to the payment a statement under
Section 975 of the ITA or other evidence reasonably satisfactory to that Finance
Party that the Tax Deduction has been made or (as applicable) any appropriate payment
paid to the relevant taxing authority.

	 
	 	(g)	 	A Treaty Lender and each Obligor which makes a payment to which that Treaty
Lender is entitled shall co-operate in completing any procedural formalities
necessary for that Obligor to obtain authorisation to make that payment without a Tax
Deduction, which includes the delivery by a Treaty Lender of a duly completed
Internal Revenue Service Form W-8BEN (or other form prescribed by applicable law as a
basis for claiming the benefits of a Treaty) at the time such Treaty Lender becomes a
Lender hereunder.

	 
	 	(h)	 	A UK Non-Bank Lender shall promptly notify the Company and the Agent if
there is any change in the position from that set out in the Tax Confirmation.











	14.3	 	Tax indemnity







	 	(a)	 	The Company shall (within three Business Days of demand by the Agent) pay
to a Protected Party an amount equal to the loss, liability or cost which that
Protected Party determines will be or has been (directly or indirectly) suffered for
or on account of Tax by that Protected Party in respect of a Finance Document.

	 
	 	(b)	 	Paragraph (a) above shall not apply:







	 	(i)	 	with respect to any Tax assessed on a Finance Party:







	 	(A)	 	under the law of the United States of
America (or any state thereof) or the jurisdiction in which that
Finance Party is incorporated or, if different, the jurisdiction
(or jurisdictions) in which that Finance Party is treated as
resident for tax purposes; or

	 
	 	(B)	 	under the law of the jurisdiction in
which that Finance Party’s Facility Office is located in respect
of amounts received or receivable in that jurisdiction,








	 	 	 	if that Tax is imposed on or calculated by reference to the net income received
or receivable by that Finance Party or if that Tax is a branch profits tax
imposed by the United States of America; or







	 
	 	(ii)	 	to the extent a loss, liability or cost:







	 	(A)	 	is compensated for by an increased
payment under Clause 14.2 (Tax gross-up); or

	 
	 	(B)	 	would have been compensated for by an
increased payment under Clause 14.2 (Tax gross-up) but was not so
compensated





38









 






	 	 	 	because one of the exclusions in paragraph (d) of Clause 14.2
(Tax gross-up) applied.







	 	(c)	 	A Protected Party making, or intending to make a claim under paragraph (a)
above shall promptly notify the Agent of the event which will give, or has given,
rise to the claim, following which the Agent shall notify the Company.

	 
	 	(d)	 	A Protected Party shall, on receiving a payment from an Obligor under this
Clause 14, notify the Agent.











	14.4	 	Tax Credit

	 
	 	 	If an Obligor makes a Tax Payment and the relevant Finance Party determines that:







	 	(a)	 	a Tax Credit is attributable either to an increased payment of which that
Tax Payment forms part, or to that Tax Payment; and

	 
	 	(b)	 	that Finance Party has obtained, utilised and retained that Tax Credit,







	 	 	the Finance Party shall pay an amount to the Obligor which that Finance Party determines
will leave it (after that payment) in the same after-Tax position as it would have been in
had the Tax Payment not been required to be made by the Obligor.











	14.5	 	Lender Status Confirmation

	 
	 	 	Each Lender which becomes a Party to this Agreement after the date of this Agreement shall
indicate, in the Transfer Certificate or Increase Confirmation which it executes on
becoming a Party, and for the benefit of the Agent and without liability to any Obligor,
which of the following categories it falls in:







	 	(a)	 	not a Qualifying Lender;

	 
	 	(b)	 	a Qualifying Lender (other than a Treaty Lender); or

	 
	 	(c)	 	a Treaty Lender.

	 
	 	(d)	 	If a New Lender fails to indicate its status in accordance with this Clause
14.5 (Lender Status Confirmation) then such New Lender shall be treated for the
purposes of this Agreement (including by each Obligor) as if it is not a Qualifying
Lender until such time as it notifies the Agent which category applies (and the
Agent, upon receipt of such notification, shall inform the Company). For the
avoidance of doubt, a Transfer Certificate shall not be invalidated by any failure of
a Lender to comply with this Clause 14.5 (Lender Status Confirmation).











	15	 	INCREASED COSTS











	15.1	 	Increased costs







	 	(a)	 	Subject to Clause 15.3 (Exceptions) the Borrower shall, within three
Business Days of a demand by the Agent, pay for the account of a Finance Party the
amount of any Increased Costs incurred by that Finance Party or any of its Affiliates
as a result of (i) the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation or (ii) compliance with any
law or regulation made after the date of this Agreement.





39









 






	 	(b)	 	In this Agreement “Increased Costs” means:







	 	(i)	 	a reduction in the rate of return from a Facility or on a
Finance Party’s (or its Affiliate’s) overall capital;

	 
	 	(ii)	 	an additional or increased cost; or

	 
	 	(iii)	 	a reduction of any amount due and payable under any
Finance Document,







	 	 	 	which is incurred or suffered by a Finance Party or any of its Affiliates to the
extent that it is attributable to that Finance Party having entered into its
Commitment or funding or performing its obligations under any Finance Document.











	15.2	 	Increased cost claims







	 	(a)	 	A Finance Party intending to make a claim pursuant to Clause 15.1
(Increased Costs) shall notify the Agent of the event giving rise to the claim,
following which the Agent shall promptly notify the Borrower.

	 
	 	(b)	 	Each Finance Party shall, as soon as practicable after a demand by the
Agent, provide a certificate confirming the amount of its Increased Costs.











	15.3	 	Exceptions







	 	(a)	 	Clause 15.1 (Increased Costs) does not apply to the extent any Increased
Cost is:







	 	(i)	 	attributable to a Tax Deduction required by law to be
made by an Obligor;

	 
	 	(ii)	 	compensated for by Clause 14.3 (Tax indemnity) (or would
have been compensated for solely under Clause 14.3 (Tax indemnity) but was
not so compensated because any of the exclusions in paragraph (b) of Clause
14.3 (Tax indemnity) applied);

	 
	 	(iii)	 	compensated for by the payment of the Mandatory Cost; or

	 
	 	(iv)	 	attributable to the wilful breach by the relevant Finance
Party or its Affiliates of any law or regulation.







	 	(b)	 	In this Clause 15.3 reference to a “Tax Deduction” has the same meaning
given to the term in Clause 14.1 (Definitions).











	16	 	OTHER INDEMNITIES











	16.1	 	Currency indemnity







	 	(a)	 	If any sum due from an Obligor under the Finance Documents (a “Sum”), or
any order, judgment or award given or made in relation to a Sum, has to be converted
from the currency (the “First Currency”) in which that Sum is payable into another
currency (the “Second Currency”) for the purpose of:







	 	(i)	 	making or filing a claim or proof against that Obligor;
or





40









 






	 	(ii)	 	obtaining or enforcing an order, judgment or award in
relation to any litigation or arbitration proceedings,







	 	 	 	that Obligor shall as an independent obligation, within three Business Days of
demand, indemnify the Arranger and each other Secured Party to whom that Sum is
due against any cost, loss or liability arising out of or as a result of the
conversion including any discrepancy between (A) the rate of exchange used to
convert that Sum from the First Currency into the Second Currency and (B) the
rate or rates of exchange available to that person at the time of its receipt of
that Sum.

	 
	 	(b)	 	Each Obligor waives any right it may have in any jurisdiction to pay any
amount under the Finance Documents in a currency or currency unit other than that in
which it is expressed to be payable.











	16.2	 	Other indemnities







	 	(a)	 	The Borrower shall, within three Business Days of demand, indemnify the
Arranger and each other Secured Party against any cost, loss or liability incurred by
it as a result of:







	 	(i)	 	the occurrence of any Event of Default;

	 
	 	(ii)	 	a failure by an Obligor to pay any amount due under a
Finance Document on its due date, including without limitation, any cost,
loss or liability arising as a result of Clause 32 (Sharing among the
Finance Parties);

	 
	 	(iii)	 	funding, or making arrangements to fund, its
participation in a Loan requested by the Borrower in a Utilisation Request
but not made by reason of the operation of any one or more of the provisions
of this Agreement (other than by reason of default or negligence by that
Finance Party alone); or

	 
	 	(iv)	 	a Loan (or part of a Loan) not being prepaid in
accordance with a notice of prepayment given by the Borrower or the Parent.











	16.3	 	Indemnity to the Agent

	 
	 	 	The Borrower shall promptly indemnify the Agent against any cost, loss or liability
incurred by the Agent (acting reasonably) as a result of:







	 	(a)	 	investigating any event which it reasonably believes is a Default; or

	 
	 	(b)	 	acting or relying on any notice, request or instruction which it reasonably
believes to be genuine, correct and appropriately authorised.











	16.4	 	Indemnity to the Security Agent







	 	(a)	 	Each Obligor shall promptly indemnify the Security Agent and every Receiver
and Delegate against any cost, loss or liability incurred by any of them as a result
of:







	 	(i)	 	the taking, holding, protection or enforcement of the
Transaction Security,







41











 






	 	(ii)	 	the exercise of any of the rights, powers, discretions
and remedies vested in the Security Agent and each Receiver and Delegate by
the Finance Documents or by law; or

	 
	 	(iii)	 	any default by any Obligor in the performance of any
of the obligations expressed to be assumed by it in the Finance Documents.







	 	(b)	 	The Security Agent may, in priority to any payment to the Secured Parties,
indemnify itself out of the Charged Property in respect of, and pay and retain, all
sums necessary to give effect to the indemnity in this Clause 16.4 and shall have a
lien on the Transaction Security and the proceeds of the enforcement of the
Transaction Security for all monies payable to it.











	17	 	MITIGATION BY THE LENDERS











	17.1	 	Mitigation







	 	(a)	 	Each Finance Party shall, in consultation with the Borrower, take all
reasonable steps to mitigate any circumstances which arise and which would result in
any amount becoming payable under or pursuant to, or cancelled pursuant to, any of
Clause 7.1 (Illegality), Clause 14 (Tax gross-up and indemnities) or Clause 15
(Increased Costs) or paragraph 3 of Schedule 4 (Mandatory Cost formula) including
(but not limited to) transferring its rights and obligations under the Finance
Documents to another Affiliate or Facility Office.

	 
	 	(b)	 	Paragraph (a) above does not in any way limit the obligations of any
Obligor under the Finance Documents.











	17.2	 	Limitation of liability







	 	(a)	 	The Borrower shall promptly indemnify each Finance Party for all costs and
expenses reasonably incurred by that Finance Party as a result of steps taken by it
under Clause 17.1 (Mitigation).

	 
	 	(b)	 	A Finance Party is not obliged to take any steps under Clause 17.1
(Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so
might be prejudicial to it.











	18	 	COSTS AND EXPENSES











	18.1	 	Transaction expenses

	 
	 	 	The Borrower shall promptly on demand pay the Agent, the Arranger and the Security Agent
the amount of all costs and expenses (including legal, travel and/or valuation fees)
reasonably incurred by any of them (and, in the case of the Security Agent, by any
Receiver or Delegate) in connection with the negotiation, preparation, printing,
execution, syndication and perfection of:







	 	(a)	 	this Agreement and any other documents referred to in this Agreement and
the Transaction Security; and

	 
	 	(b)	 	any other Finance Documents executed after the date of this Agreement.





42









 
















	18.2	 	Amendment costs

	 
	 	 	If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required
pursuant to Clause 33.10 (Change of currency), the relevant Obligor shall, within three
Business Days of demand, reimburse each of the Agent and the Security
Agent for the amount of all costs and expenses (including legal, travel and/or valuation
fees) reasonably incurred by the Agent and the Security Agent (and, in the case of the
Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or
complying with that request or requirement.











	18.3	 	Security Agent’s ongoing costs







	 	(a)	 	In the event of (i) a Default or (ii) the Security Agent considering it
necessary or expedient or (iii) the Security Agent being requested by an Obligor or
the Majority Lenders to undertake duties which the Security Agent and the Borrower
agree to be of an exceptional nature and/or outside the scope of the normal duties of
the Security Agent under the Finance Documents, the Borrower shall pay to the
Security Agent any additional remuneration that may be agreed between them.

	 
	 	(b)	 	If the Security Agent and the Borrower fail to agree upon the nature of the
duties or upon any additional remuneration, that dispute shall be determined by an
investment bank (acting as an expert and not as an arbitrator) selected by the
Security Agent and approved by the Borrower or, failing approval, nominated (on the
application of the Security Agent) by the President for the time being of the Law
Society of England and Wales (the costs of the nomination and of the investment bank
being payable by the party that such expert determines to be the appropriate person)
and the determination of any investment bank shall be final and binding upon the
parties to this Agreement.











	18.4	 	Enforcement and preservation costs

	 
	 	 	The Borrower shall, within three Business Days of demand, pay to the Arranger and each
other Secured Party the amount of all costs and expenses (including legal, travel and/or
valuation fees) incurred by it in connection with the enforcement of or the preservation
of any rights under any Finance Document and the Transaction Security and any proceedings
instituted by or against the Security Agent as a consequence of taking or holding the
Transaction Security or enforcing these rights.





43









 











SECTION 7




GUARANTEE









	19	 	GUARANTEE AND INDEMNITY











	19.1	 	Guarantee and indemnity

	 
	 	 	Each Guarantor irrevocably and unconditionally jointly and severally:







	 	(a)	 	guarantees to each Finance Party punctual performance by each other Obligor
of all that Obligor’s obligations under the Finance Documents;

	 
	 	(b)	 	undertakes with each Finance Party that whenever another Obligor does not
pay any amount when due under or in connection with any Finance Document, that
Guarantor shall immediately on demand pay that amount as if it was the principal
obligor; and

	 
	 	(c)	 	agrees with each Finance Party that if any obligation guaranteed by it is
or becomes unenforceable, invalid or illegal, it will, as an independent and primary
obligation, indemnify that Finance Party immediately on demand against any cost, loss
or liability it incurs as a result of an Obligor not paying any amount which would,
but for such unenforceability, invalidity or illegality, have been payable by it
under any Finance Document on the date when it would have been due. The amount
payable by a Guarantor under this indemnity will not exceed the amount it would have
had to pay under this Clause 19 if the amount claimed had been recoverable on the
basis of a guarantee.











	19.2	 	Continuing Guarantee

	 
	 	 	This guarantee is a continuing guarantee and will extend to the ultimate balance of sums
payable by any Obligor under the Finance Documents, regardless of any intermediate payment
or discharge in whole or in part.











	19.3	 	Reinstatement

	 
	 	 	If any discharge, release or arrangement (whether in respect of the obligations of any
Obligor or any security for those obligations or otherwise) is made by a Finance Party in
whole or in part on the basis of any payment, security or other disposition which is
avoided or must be restored in insolvency, liquidation, administration or otherwise,
without limitation, then the liability of each Guarantor under this Clause 19 will
continue or be reinstated as if the discharge, release or arrangement had not occurred.











	19.4	 	Waiver of defences

	 
	 	 	The obligations of each Guarantor under this Clause 19 will not be affected by an act,
omission, matter or thing which, but for this Clause 19, would reduce, release or
prejudice any of its obligations under this Clause 19 (without limitation and whether or
not known to it or any Finance Party) including:







	 	(a)	 	any time, waiver or consent granted to, or composition with, any Obligor or
other person;





44









 












	 	(b)	 	the release of any other Obligor or any other person under the terms of any
composition or arrangement with any creditor of any member of the Group;

	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or
refusal or neglect to perfect, take up or enforce, any rights against, or security
over assets of, any Obligor or other person or any non-presentation or non-observance
of any formality or other requirement in respect of any instrument or any failure to
realise the full value of any security;

	 
	 	(d)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of an Obligor or any other person;

	 
	 	(e)	 	any amendment, novation, supplement, extension restatement (however
fundamental and whether or not more onerous) or replacement of a Finance Document or
any other document or security including, without limitation, any change in the
purpose of, any extension of or increase in any facility or the addition of any new
facility under any Finance Document or other document or security;

	 
	 	(f)	 	any unenforceability, illegality or invalidity of any obligation of any
person under any Finance Document or any other document or security; or

	 
	 	(g)	 	any insolvency or similar proceedings.











	19.5	 	Guarantor Intent

	 
	 	 	Without prejudice to the generality of Clause 19.4 (Waiver of Defences), each Guarantor
expressly confirms that it intends that this guarantee shall extend from time to time to
any (however fundamental) variation, increase, extension or addition of or to any of the
Finance Documents and/or any facility or amount made available under any of the Finance
Documents for the purposes of or in connection with any of the following: business
acquisitions of any nature; increasing working capital; enabling investor distributions to
be made; carrying out restructurings; refinancing existing facilities; refinancing any
other indebtedness; making facilities available to new borrowers; any other variation or
extension of the purposes for which any such facility or amount might be made available
from time to time; and any fees, costs and/or expenses associated with any of the
foregoing.











	19.6	 	Immediate recourse

	 
	 	 	Each Guarantor waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights or security
or claim payment from any person before claiming from that Guarantor under this Clause 19.
This waiver applies irrespective of any law or any provision of a Finance Document to the
contrary.











	19.7	 	Appropriations

	 
	 	 	Until all amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full, each Finance Party (or any
trustee or agent on its behalf) may:







	 	(a)	 	refrain from applying or enforcing any other moneys, security or rights
held or received by that Finance Party (or any trustee or agent on its behalf) in
respect of those amounts, or apply and enforce the same in such manner and order as
it sees





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	 	 	 	fit (whether against those amounts or otherwise) and no Guarantor shall be
entitled to the benefit of the same; and

	 
	 	(b)	 	hold in an interest-bearing suspense account any moneys received from any
Guarantor or on account of any Guarantor’s liability under this Clause 19.











	19.8	 	Deferral of Guarantors’ rights

	 
	 	 	Until all amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full and unless the Agent
otherwise directs, no Guarantor will exercise any rights which it may have by reason of
performance by it of its obligations under the Finance Documents or by reason of any
amount being payable, or liability arising, under this Clause 19:







	 	(a)	 	to be indemnified by an Obligor;

	 
	 	(b)	 	to claim any contribution from any other guarantor of any Obligor’s
obligations under the Finance Documents;

	 
	 	(c)	 	to take the benefit (in whole or in part and whether by way of subrogation
or otherwise) of any rights of the Finance Parties under the Finance Documents or of
any other guarantee or security taken pursuant to, or in connection with, the Finance
Documents by any Finance Party;

	 
	 	(d)	 	to bring legal or other proceedings for an order requiring any Obligor to
make any payment, or perform any obligation, in respect of which any Guarantor has
given a guarantee, undertaking or indemnity under Clause 19.1 (Guarantee and
Indemnity);

	 
	 	(e)	 	to exercise any right of set-off against any Obligor; and/or

	 
	 	(f)	 	to claim or prove as a creditor of any Obligor in competition with any
Finance Party.







	 	 	If a Guarantor receives any benefit, payment or distribution in relation to such rights it
shall hold that benefit, payment or distribution to the extent necessary to enable all
amounts which may be or become payable to the Finance Parties by the Obligors under or in
connection with the Finance Documents to be repaid in full on trust for the Finance
Parties and shall promptly pay or transfer the same to the Agent or as the Agent may
direct for application in accordance with Clause 33 (Payment mechanics).











	19.9	 	Release of Guarantors’ right of contribution

	 
	 	 	If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the
terms of the Finance Documents for the purpose of any sale or other disposal of that
Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:







	 	(a)	 	that Retiring Guarantor is released by each other Guarantor from any
liability (whether past, present or future and whether actual or contingent) to make
a contribution to any other Guarantor arising by reason of the performance by any
other Guarantor of its obligations under the Finance Documents; and

	 
	 	(b)	 	each other Guarantor waives any rights it may have by reason of the
performance of its obligations under the Finance Documents to take the benefit (in
whole or in part and whether by way of subrogation or otherwise) of any rights of the
Finance Parties under any Finance Document or of any other security taken pursuant
to, or in connection with, any Finance Document where such rights or security are
granted by or in relation to the assets of the Retiring Guarantor.





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	19.10	 	Additional security

	 
	 	 	This guarantee is in addition to and is not in any way prejudiced by any other guarantee
or security now or subsequently held by any Finance Party.





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SECTION 8




REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT









	20	 	REPRESENTATIONS











	20.1	 	General

	 
	 	 	Each Obligor makes the representations and warranties set out in this Clause 20 to each
Finance Party.











	20.2	 	Status







	 	(a)	 	It and each of its Subsidiaries is duly organised, validly existing and in
good standing under the law of its jurisdiction of formation.

	 
	 	(b)	 	It and each of its Subsidiaries has the power to own its assets and carry
on its business as it is being conducted.











	20.3	 	Binding obligations

	 
	 	 	Subject to the Legal Reservations:







	 	(a)	 	the obligations expressed to be assumed by it in each Finance Document to
which it is a party are legal, valid, binding and enforceable obligations; and

	 
	 	(b)	 	(without limiting the generality of paragraph (a) above), each Transaction
Security Document to which it is a party is effective to create a legal, valid and
enforceable security interest in favour of the Security Agent for the benefit of the
Secured Parties in the assets expressed to be secured thereby.











	20.4	 	Non-conflict with other obligations

	 
	 	 	The entry into and performance by it of, and the transactions contemplated by, the Finance
Documents and the granting of the Transaction Security do not and will not conflict with:







	 	(a)	 	any law or regulation applicable to it;

	 
	 	(b)	 	the charter, by laws or other constitutional documents of any member of the
Group; or

	 
	 	(c)	 	any agreement or instrument binding upon it or any member of the Group or
any of its or any member of the Group’s assets or constitute a default or termination
event (however described) under any such agreement or instrument, in any respect
which would or might have a Material Adverse Effect.











	20.5	 	Power and authority







	 	(a)	 	It has the corporate power to enter into, perform and deliver, and has
taken all necessary action to authorise its entry into, performance and delivery of,
the Finance Documents to which it is or will be a party and the transactions
contemplated by those Finance Documents.





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	 	(b)	 	No limit on its powers will be exceeded as a result of the borrowing, grant
of security or giving of guarantees or indemnities contemplated by the Finance
Documents to which it is a party.











	20.6	 	Validity and admissibility in evidence







	 	(a)	 	All Authorisations required:







	 	(i)	 	to enable it lawfully to enter into, exercise its
rights and comply with its obligations in the Finance Documents to which it
is a party; and

	 
	 	(ii)	 	to make the Finance Documents to which it is a party
admissible in evidence in its Relevant Jurisdictions,







	 	 	 	have been obtained or effected and are in full force and effect on the date
hereof except for (i) filings necessary to perfect Liens created under the
Finance Documents, (ii) filings with the Securities and Exchange Commission that
may be required to be made following the execution and delivery hereof; in each
case to the extent the same are specified in the Legal Opinions.

	 
	 	(b)	 	All material Authorisations necessary for the conduct of the business,
trade and ordinary activities of the Obligors have been obtained or effected and are
in full force and effect (or will be obtained and be in full force and effect on the
date they are required).











	20.7	 	Governing law and enforcement







	 	(a)	 	The choice of governing law of the Finance Documents will be recognised and
enforced in its Relevant Jurisdictions.

	 
	 	(b)	 	Any judgment obtained in relation to a Finance Document in the jurisdiction
of the governing law of that Finance Document will be recognised and enforced in its
Relevant Jurisdictions.











	20.8	 	Insolvency

	 
	 	 	No:







	 	(a)	 	corporate action, legal proceeding or other procedure or step described in
paragraph (a) of Clause 24.7 (Insolvency proceedings); or

	 
	 	(b)	 	creditors’ process described in Clause 24.8 (Creditors’ process),







	 	 	has been taken or, to the knowledge of the Parent, threatened in relation to a member of
the Group, except to the extent such action, proceeding, procedure, step or process
relates to a member of the Group (other than the Parent, the Borrower or any Subsidiary of
the Borrower) which is not a Material Company.











	20.9	 	No filing or stamp taxes

	 
	 	 	Under the laws of its Relevant Jurisdiction, except as specified in any Legal Opinion, it
is not necessary that the Finance Documents be filed, recorded or enrolled with any court
or other authority in that jurisdiction or that any stamp, registration, notarial or
similar Taxes or fees be paid on or in relation to the Finance Documents or the
transactions contemplated by the Finance Documents.





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	20.10	 	Deduction of Tax

	 
	 	 	It is not required to make any deduction for or on account of Tax from any payment of
interest it may make under any Finance Document to a Lender which is a Treaty Lender which
has delivered the forms referred to in Clause 14.2(g) (Tax gross-up).











	20.11	 	No default







	 	(a)	 	No Event of Default and, on the date of this Agreement and the Utilisation
Date, no Default is continuing or is reasonably likely to result from the making of
any Loan or the entry into, the performance of, or any transaction contemplated by,
any Finance Document.

	 
	 	(b)	 	No Obligor is in default under or with respect to any other agreement or
instrument which is binding on it or any of its Subsidiaries or to which its (or any
of its Subsidiaries’) assets are subject which has or is reasonably likely to have a
Material Adverse Effect.











	20.12	 	No misleading information

	 
	 	 	Save as disclosed in writing to the Agent and the Arranger prior to the date of this
Agreement:







	(a)	 	any financial projection, forecast, budget, or other estimate or
forward-looking statement or information (collectively, the “Projections”) contained
in information provided by an Obligor to the Agent has been prepared in good faith on
the basis of assumptions believed by such Obligor to be reasonable at the time they
were prepared, it being understood that projections by their nature are uncertain and
no assurance is given that the results reflected in such Projections will be
achieved;

	 
	(b)	 	excluding the Projections, none of the material written information
provided to a Finance Party by or on behalf of the Parent or the Borrower in
connection with this Agreement on or before the date of this Agreement and not
superseded before that date contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light of the
circumstances in which they were made not materially misleading; and

	 
	(c)	 	all other written information provided by any member of the Group
(including its advisers) to a Finance Party or the provider of the Certificate of
Insurance (as referred to in paragraph 3 of Schedule 2) was true, complete and
accurate in all material respects as at the date it was provided and is not
misleading in any respect.







	20.13	 	Financial Statements







	 	(a)	 	The unaudited consolidated financial statements of the Parent and its
Subsidiaries as of and for the fiscal quarter and the portion of the Financial Year
ended September 30, 2009 present fairly in all material respects the consolidated
financial condition and results of operations of such Persons as of and for the
periods to which they relate in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes.

	 
	 	(b)	 	The audited Original Financial Statements present fairly in all material
respects the consolidated financial condition and results of operations of the Parent
and its






50









 











	 	 	 	Subsidiaries as of and for the Financial Year to which they relate in
accordance with GAAP.







	 	(c)	 	There has been no material adverse change in its assets, business or
financial condition (or the assets, business or consolidated financial condition of
the Group, in the case of the Parent) since the date of the Original Financial
Statements.

	 
	 	(d)	 	Its most recent financial statements delivered pursuant to Clause 21.1
(Financial Statements):







	 	(i)	 	have been prepared in accordance with the Accounting
Principles as applied to the Original Financial Statements; and

	 
	 	(ii)	 	fairly present in all material respects in accordance
with GAAP the consolidated financial condition and results of operations of
the Parent and its Subsidiaries, for the periods to which they relate,
subject (in the case of unaudited financial statements) to year-end audit
adjustments and the absence of footnotes.







	 	(e)	 	Since the date of the most recent financial statements delivered pursuant
to Clause 21.1 (Financial Statements) there has been no material adverse change in
the business, assets or financial condition of the Group compared to such business,
assets or financial condition as it existed on the date of execution hereof.











	20.14	 	No proceedings pending or threatened

	 
	 	 	No litigation, arbitration or administrative proceeding or investigation of, or before,
any court, arbitral body or Governmental Authority which, if adversely determined, is
reasonably likely to have a Material Adverse Effect have (to the best of its knowledge)
been started or threatened against it or any of its Subsidiaries.











	20.15	 	No breach of laws







	 	(a)	 	It has not (and none of its Subsidiaries has) breached any law or
regulation which breach has or is reasonably likely to have had a Material Adverse
Effect.

	 
	 	(b)	 	There are no strikes, lockouts, or slowdowns against the Obligor or any
Subsidiary pending or to its knowledge threatened which have or are reasonably likely
to have a Material Adverse Effect.







	20.16	 	Environmental laws







	 	(a)	 	Each member of the Group is in compliance with Clause 23.3 (Environmental
compliance) and to the best of its knowledge and belief (having made due and careful
enquiry) no circumstances have occurred which would prevent such compliance in a
manner or to an extent which has or is reasonably likely to have a Material Adverse
Effect.

	 
	 	(b)	 	No Environmental Claim has been commenced or (to the best of its knowledge
and belief (having made due and careful enquiry)) is threatened against any member of
the Group where that claim has or is reasonably likely, if determined against that
member of the Group, to have a Material Adverse Effect.





51









 












	 	(c)	 	The cost to the Group of compliance with Environmental Laws (including
Environmental Permits) is (to the best of its knowledge and belief, having made due
and careful enquiry) adequately provided for in the relevant Budget.











	20.17	 	Taxation







	 	(a)	 	It is not (and none of its Subsidiaries is) materially overdue taking into
account any extensions in the filing of any Tax returns and it is not (and none of
its Subsidiaries is) overdue taking into account any extensions in the
payment of any amount in respect of Tax, except (i) Taxes that are being
contested in good faith by appropriate proceedings and for which it (or its
Subsidiaries) have set aside on its (or its Subsidiaries’) books adequate
reserves or (ii) to the extent failure to pay could not reasonably be expected
to result in a Material Adverse Effect.

	 
	 	(b)	 	No claims or investigations are being, or are reasonably likely to be, made
or conducted against it (or any of its Subsidiaries) with respect to Taxes.

	 
	 	(c)	 	It is resident for Tax purposes only in the jurisdiction of its
incorporation.











	20.18	 	Security and Financial Indebtedness







	 	(a)	 	No Security exists over all or any of the present or future assets of any
Obligor other than as permitted by this Agreement.

	 
	 	(b)	 	The Borrower does not have any Financial Indebtedness outstanding other
than (i) as permitted by this Agreement or (ii) the Existing Debt.











	20.19	 	Ranking

	 
	 	 	The Transaction Security has or will have first ranking priority and it is not subject to
any prior ranking or pari passu ranking Security other than Permitted Vessel Security.











	20.20	 	Good title to assets

	 
	 	 	The Parent and each of its Subsidiaries has good title to, or valid leasehold interests
in, all its real and personal property material to its business, except for minor defects
in title that do not interfere with its ability to conduct its business as currently
conducted or to utilize such properties for their intended purposes and individually or in
the aggregate could not reasonably be expected to result in a Material Adverse Effect.











	20.21	 	Legal and beneficial ownership

	 
	 	 	The Borrower is the sole legal and beneficial owner of the assets over which it purports
to grant Security and GulfMark Management Inc. is the holder of record and beneficial
owner of all the shares of Common Stock of the Borrower. The Parent is the holder of
record and beneficial owner of all the shares of common stock of GulfMark Management Inc.











	20.22	 	Shares

	 
	 	 	The shares of Common Stock of the Borrower are fully paid and not subject to any option to
purchase or similar rights. The constitutional documents of the Borrower do not and could
not restrict or inhibit any transfer of those shares on creation or enforcement of the
Transaction Security. The Borrower has no Equity Interests outstanding other than 100,000
shares of common stock, $1.00 par value per share. GulfMark Management, Inc has no





52









 












	 	 	Equity Interests outstanding other than 1,000 shares of common stock, $1.00 par value per share.











	20.23	 	Group Structure Chart

	 
	 	 	The Group Structure Chart delivered to the Agent pursuant to Schedule 2 (Conditions
Precedent) is true, complete and accurate in all material respects.











	20.24	 	Accounting reference date

	 
	 	 	The fiscal year end of each Obligor is 31 December.











	20.25	 	Material contracts

	 
	 	 	The Shipping Documents provided to the Agent pursuant to Schedule 2 (Conditions Precedent)
are true, complete and accurate in all material respects and are not misleading in any
material respect.











	20.26	 	No adverse consequences







	 	(a)	 	Except as may be specified in any Legal Opinion, it is not necessary under
the laws of its Relevant Jurisdictions:







	 	(i)	 	in order to enable any Finance Party to enforce its
rights under any Finance Document; or

	 
	 	(ii)	 	by reason of the execution of any Finance Document or
the performance by it of its obligations under any Finance Document,







	 	 	 	that any Finance Party should be licensed, qualified or otherwise entitled to
carry on business in any of its Relevant Jurisdictions.

	 
	 	(b)	 	No Finance Party that is not already resident, domiciled or carrying on
business in its Relevant Jurisdictions is or will be deemed to be resident, domiciled
or carrying on business in its Relevant Jurisdictions solely by reason of the
execution, performance or enforcement of any Finance Document, except to the extent
that performance or enforcement results in the ownership of assets or conduct of
business by a Finance Party in a Relevant Jurisdiction.











	20.27	 	Times when representations made







	 	(a)	 	All the representations and warranties in this Clause 20 are made by each
Original Obligor on the date of this Agreement except for the representations and
warranties set out in Clause 20.12 (No misleading information) which are deemed to be
made by each Obligor with respect to the Budget, on the date of this Agreement and on
the Utilisation Date.

	 
	 	(b)	 	All the representations and warranties in this Clause 20 are deemed to be
made by each Obligor on the Utilisation Date.

	 
	 	(c)	 	The representations and warranties in Clause 20.12 (No misleading
information) are deemed to be made by each Obligor on the Syndication Date.

	 
	 	(d)	 	The Repeating Representations are deemed to be made by each Obligor on the
date of each Utilisation Request, on each Utilisation Date and on the first day of
each





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	 	 	 	Interest Period (except that those contained in paragraphs 20.13(c) and 20.13(e)
of Clause 20.13 (Financial Statements) will cease to be so made once subsequent
financial statements have been delivered under this Agreement).

	 
	 	(e)	 	All the representations and warranties in this Clause 20 except Clause
20.12 (No misleading information) and Clause 20.23 (Group Structure Chart) are deemed
to be made by each Additional Guarantor on the day on which it becomes (or it is
proposed that it becomes) an Additional Guarantor.

	 
	 	(f)	 	Each representation or warranty deemed to be made after the date of this
Agreement shall be deemed to be made by reference to the facts and circumstances
existing at the date the representation or warranty is deemed to be made.











	20.28	 	ERISA Event, Margin Stock and “Investment Company”







	 	(a)	 	No ERISA Event has occurred or is reasonably expected to occur in relation
to the Borrower that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, would result in a Material Adverse Effect;
the aggregate actuarial present value of accumulated benefit obligations of all
Employee Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 35) did not, as of the date of its most recent financial
statements, reflecting such amounts, exceed the fair market value of the assets of
such Employee Plans by an amount that would have a Material Adverse Effect;

	 
	 	(b)	 	The Borrower is not engaged nor will it engage principally, or as one of
its important activities, in the business of owning or extending credit for the
purpose of “buying” or “carrying” any Margin Stock;

	 
	 	(c)	 	None of the proceeds of the Facility will be used, directly or indirectly,
for the purpose of buying or carrying any Margin Stock, for the purpose of reducing
or retiring any Financial Indebtedness that was originally incurred to “buy” or
“carry” any Margin Stock or for any other purpose which might cause the Facility to
be considered a “purpose credit” within the meaning of Regulation U or Regulation X;
and

	 
	 	(d)	 	Neither the Parent nor the Borrower is an “investment company” as such term
is defined in the Investment Company Act of 1940 of the United States (the 1940 Act)
or otherwise subject to regulation under the 1940 Act.











	21	 	INFORMATION UNDERTAKINGS

	 
	 	 	The undertakings in this Clause 21 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in
force.

	 
	 	 	In this Clause 21:

	 
	 	 	"Annual Financial Statements” means the financial statements for a Financial Year
delivered pursuant to paragraph (a) of Clause 21.1 (Financial statements).

	 
	 	 	"Quarterly Financial Statements” means the financial statements delivered pursuant to
paragraph (b) of Clause 21.1 (Financial statements).






54









 















	21.1	 	Financial statements

	 
	 	 	The Parent shall in accordance with Clause 35.6 (Electronic Communication) and Clause 35.7
(Use of Websites) supply to the Agent in sufficient copies for all the Lenders:







	 	(a)	 	No later than 90 days after the end of each fiscal year of the Parent, the
Parent’s audited consolidated balance sheet and related audited consolidated
statements of income, shareowners’ investments and cash flows, as of the end of and
for such year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by the Auditors or other independent registered
public accounting firm of recognized national standing (without a “going concern” or
like qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of
operations of the Parent and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied.

	 
	 	(b)	 	No later than 40 days after the end of each of the first three fiscal
quarters of each fiscal year of the Parent, (i) the Parent’s unaudited consolidated
balance sheet and related unaudited consolidated statements of income, shareowners’
investments and cash flows, as of the end of and for such fiscal quarter and the then
elapsed portion of the fiscal year, setting forth in each case in comparative form
the figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous fiscal year, all certified by a
Responsible Officer of the Parent as presenting fairly in all material respects the
financial condition and results of operations of the Parent and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes.











	21.2	 	Provision and contents of Compliance Certificate







	 	(a)	 	The Parent shall supply a Compliance Certificate to the Agent with each set
of its audited consolidated Annual Financial Statements and each set of its unaudited
consolidated Quarterly Financial Statements.

	 
	 	(b)	 	The Compliance Certificate shall set out (in reasonable detail)
computations as to compliance with Clause 22 (Financial Covenants).

	 
	 	(c)	 	Each Compliance Certificate shall be signed by a Responsible Officer of the
Borrower.











	21.3	 	Requirements as to financial statements







	 	(a)	 	Each set of financial statements delivered pursuant to Clause 21.1
(Financial statements):







	 	(i)	 	shall be certified in the manner required in that
Clause and in the case of the Annual Financial Statements, shall be
accompanied by any letter addressed to the management of the relevant
company by the Auditors and accompanying those Annual Financial Statements;

	 
	 	(ii)	 	shall be prepared using the Accounting Principles,
accounting practices and financial reference periods consistent with those
applied:





55









 












	 	(A)	 	in the case of the Parent, in the
preparation of prior period financial statements, except as
otherwise required by GAAP; and

	 
	 	(B)	 	in the case of any Obligor, in the
preparation of the Original Financial Statements for that
Obligor,







	 	 	 	unless, in relation to any set of financial statements, the Parent
notifies the Agent that there has been a change in the Accounting
Principles or the accounting practices and the Parent’s Auditors
(unless it is the general policy of the Auditors across all its
clients not to provide such information in which case it shall be
supplied by such other independent entity as the Agent may reasonably
request) deliver to the Agent:







	 	(C)	 	a description of any change
necessary for those financial statements to reflect the
Accounting Principles or accounting practices upon which the
Parent’s Original Financial Statements were prepared; and

	 
	 	(D)	 	sufficient information, in form and
substance as may be reasonably required by the Agent, to enable
the Lenders to determine whether Clause 22 (Financial covenants)
has been complied with and to make an accurate comparison between
the financial position indicated in those financial statements
and Parent’s Original Financial Statements.







	 	 	 	Any reference in this Agreement to any financial statements shall be construed
as a reference to those consolidated financial statements of the Parent and its
Subsidiaries as adjusted to reflect the basis upon which the Original Financial
Statements were prepared.

	 
	 	(b)	 	If the Agent wishes to discuss the financial position of any member of the
Group with the Auditors, the Agent may notify the Parent, stating the questions or
issues which the Agent wishes to discuss with the Auditors. In this event, the
Parent must ensure that the Auditors are authorised (at the expense of the Parent):







	 	(i)	 	to discuss the financial position of each member of the
Group with the Agent on request from the Agent;

	 
	 	(ii)	 	to disclose to the Agent for the Finance Parties any
information which the Agent may reasonably request; and

	 
	 	(iii)	 	provided however, that this clause 21.3(b) shall not
be deemed to authorize or require the preparation by the Auditors of new or
additional information or analysis not otherwise already completed pursuant
to the audit work of the Auditors or which would incur unreasonable
expense.











	21.4	 	Budget







	 	(a)	 	The Parent shall supply to the Agent in sufficient copies for all the
Lenders, as soon as the same become available but in any event within 60 days after
the end of each of its Financial Years, an annual Budget for the following Financial
Year.

	 
	 	(b)	 	The Parent shall ensure that each Budget:





56









 












	 	(i)	 	delivered to the Agent includes all of the financial
information reviewed by the Parent’s board of directors when the Budget was
presented thereto;

	 
	 	(ii)	 	is prepared in good faith, based on reasonable
assumptions (it being acknowledged hereby that a Budget is not a guarantee
of future performance); and

	 
	 	(iii)	 	has been presented to the board of directors of the
Parent.











	21.5	 	Group companies

	 
	 	 	The Parent shall, at the request of the Agent, such request to be not more frequently than
once every Fiscal Quarter supply to the Agent a report issued by its Financial
Officer stating which of its Subsidiaries are Material Companies and confirming compliance
with the covenants set out in Clause 22 (Financial covenants).











	21.6	 	Quarterly fleet contract summary report

	 
	 	 	The Parent shall supply to the Agent, in sufficient copies for all the Lenders, within 30
days after the end of each Financial Quarter of each of its Financial Years, a report
summarising the current contractual position in relation to the Group’s fleet of vessels
worldwide. Unless otherwise agreed between the Parent and the Agent, the form and content
of such report shall be substantially as set out in the Fleet Report Template.











	21.7	 	Presentations

	 
	 	 	Once in every Financial Year, (or more frequently if requested to do so by the Agent if
the Agent reasonably suspects a Default is continuing or may have occurred or may occur),
the chief financial officer of the Parent shall give a presentation to the Finance Parties
about the on-going business and financial performance of the Group.











	21.8	 	Year-end

	 
	 	 	Neither the Parent nor any other Obligor shall change its Accounting Reference Date.











	21.9	 	Information: miscellaneous

	 
	 	 	The Parent shall supply to the Agent (in sufficient copies for all the Lenders, if the
Agent so requests, or in electronic form if the Borrower so elects):







	 	(a)	 	at the same time as they are dispatched, copies of all documents dispatched
by the Parent or any Obligors to its creditors generally (or any class of them);

	 
	 	(b)	 	promptly upon becoming aware of them, the material details of any
litigation, arbitration or administrative proceedings which are current, threatened
in writing or pending against any member of the Group, and which, if adversely
determined, are reasonably likely to have a Material Adverse Effect or which would
involve an uninsured liability, or a potential or alleged uninsured liability,
exceeding US$10,000,000 (or its equivalent in other currencies);

	 
	 	(c)	 	promptly, such information as the Security Agent may reasonably require
about the Charged Property and compliance of the Obligors with the terms of any
Transaction Security Documents; and





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	 	(d)	 	promptly on request, such further information regarding the financial
condition, assets and operations of the Group and/or any member of the Group
(including any requested amplification or explanation of any item in the financial
statements, budgets or other material provided by any Obligor under this Agreement
and/or details of any changes to the Senior Management of the Parent or the Borrower
as any Finance Party through the Agent may reasonably request.











	21.10	 	Notification of default







	 	(a)	 	Each Obligor shall notify the Agent of any Default (and the steps, if any,
being taken to remedy it) promptly upon becoming aware of its occurrence (unless that
Obligor is aware that a notification has already been provided by another Obligor).

	 
	 	(b)	 	Promptly at any time where the Agent reasonably believes a Default may have
occurred upon a request by the Agent, the Parent shall supply to the Agent a
certificate signed by its Responsible Officer on its behalf certifying that no
Default is continuing (or if a Default is continuing, specifying the Default and
the steps, if any, being taken to remedy it).











	21.11	 	“Know your customer” checks







	 	(a)	 	If:







	 	(i)	 	the introduction of or any change in (or in the
interpretation, administration or application of) any law or regulation
made after the date of this Agreement;

	 
	 	(ii)	 	any change in the status of an Obligor or the
composition of the shareholders of an Obligor after the date of this
Agreement; or

	 
	 	(iii)	 	a proposed assignment or transfer by a Lender of any
of its rights and/or obligations under this Agreement to a party that is
not a Lender prior to such assignment or transfer,







	 	 	 	obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any
prospective new Lender) to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is
not already available to it, each Obligor shall promptly upon the request of the
Agent or any Lender supply, or procure the supply of, such documentation and
other evidence as is reasonably requested by the Agent (for itself or on behalf
of any Lender) or any Lender (for itself or, in the case of the event described
in paragraph (iii) above, on behalf of any prospective new Lender) in order for
the Agent, such Lender or, in the case of the event described in paragraph (iii)
above, any prospective new Lender to carry out and be satisfied it has complied
with all necessary “know your customer” or other similar checks under all
applicable laws and regulations pursuant to the transactions contemplated in the
Finance Documents.

	 
	 	(b)	 	Each Lender shall promptly upon the request of the Agent supply, or procure
the supply of, such documentation and other evidence as is reasonably requested by
the Agent (for itself) in order for the Agent to carry out and be satisfied it has
complied with all necessary “know your customer” or other similar checks under all
applicable laws and regulations pursuant to the transactions contemplated in the
Finance Documents.





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	 	(c)	 	The Parent shall, by not less than 20 Business Days’ prior written notice
to the Agent, notify the Agent (which shall promptly notify the Lenders) of its
intention to request that one of its Subsidiaries becomes an Additional Obligor
pursuant to Clause 28 (Changes to the Obligors).

	 
	 	(d)	 	Following the giving of any notice pursuant to paragraph (c) above, if the
accession of such Additional Guarantor obliges the Agent or any Lender to comply with
“know your customer” or similar identification procedures in circumstances where the
necessary information is not already available to it, the Parent shall promptly upon
the request of the Agent or any Lender supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for itself
or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective
new Lender) in order for the Agent or such Lender or any prospective new Lender to
carry out and be satisfied it has complied with all necessary “know your customer” or
other
similar checks under all applicable laws and regulations pursuant to the
accession of such Subsidiary to this Agreement as an Additional Guarantor.











	22	 	FINANCIAL COVENANTS











	22.1	 	Financial covenants







	 	(a)	 	Leverage Ratio: The Parent shall not permit the Leverage Ratio, for any
Financial Quarter ending during any period set forth below, to exceed the ratio set
forth opposite such Financial Quarter:






	 	 	 	 	 
	Financial Quarter Ending:	 	Leverage Ratio	 	 
	on or after 31 March 2010 and on or prior to 31 December
2010

	 	3.0 to 1.0
	 	 
	on or after 31 March 2011 and on or prior to 31 December
2011

	 	2.75 to 1.0	 	 
	on or after 31 March 2012 and on or prior to 31 December
2012

	 	2.5 to 1.0	 	 







	 	(b)	 	Consolidated Interest Coverage Ratio: The Parent shall not permit the
Consolidated Interest Coverage Ratio, for any period for four consecutive Financial
Quarters of the Parent, to be less than 4.0 to 1.0.

	 
	 	(c)	 	Gearing: The Parent shall not permit the Equity to Total Assets Ratio, as
of the last day of any Financial Quarter of the Parent, to be less than 0.35 to 1.0.

	 
	 	(d)	 	Collateral to Debt Ratio: The Collateral to Debt Ratio shall be tested at
the end of each Financial Quarter and shall be at least 1.65 to 1.0.











	22.2	 	Financial testing







	 	(a)	 	Subject to paragraph (b) below, the financial covenants set out in Clause
22.1 (Financial covenants) shall be calculated in accordance with the Accounting
Principles and tested by reference to each of the financial statements delivered
pursuant to paragraphs (a) and (b) of Clause 21.1 (Financial Statements) and/or each
Compliance Certificate delivered pursuant to Clause 21.2 (Provision and contents of
Compliance Certificate).





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	 	(b)	 	For the purpose of the financial covenants in paragraph 22.1(a) (Leverage
Ratio) of Clause 22 (Financial Covenants) for each of the Relevant Periods ending on
a date which is less than 12 months after the Utilisation Date, Consolidated Adjusted
EBITDA for any portion of the 12 months prior to the Utilisation Date shall be
calculated by reference to the amount of Consolidated Adjusted EBITDA as disclosed in
the financial statements and/or Compliance Certificates for the Financial Quarters
ending after12 months prior to the Utilisation Date, annualised pro-rata on a
straight line basis.











	22.3	 	Financial Covenant definitions

	 
	 	 	In this Agreement:-

	 
	 	 	"Collateral to Debt Ratio” means, at any time, the ratio of (i) the aggregate Appraised
Value of the Collateral Vessels and any sums at credit of the Cash Collateral Account to
(ii) the sum of the unfunded Commitments and the outstanding Loans.

	 
	 	 	"Consolidated Adjusted EBITDA” means, for any period, the Consolidated Net Income (or
Consolidated Net Income Before Extraordinary Items and/or Discontinued Operations, if
either or both are presented) for such period, without duplication:-







	 	(a)	 	plus consolidated provision for tax expenses;

	 
	 	(b)	 	plus consolidated depreciation and amortization;

	 
	 	(c)	 	plus consolidated interest expense;

	 
	 	(d)	 	plus impairment charges to the extent included in the income statement and
separately stated in the statement of cash flows as a reconciling item from net
income to cash flows from operations (including with respect to fixed assets or
goodwill or other intangibles);

	 
	 	(e)	 	plus any non-cash compensation charge arising from any grant of stock,
stock options or other equity-based awards, to the extent included in the income
statement and separately stated in the statement of cash flows as a reconciling item
from net income to cash flows from operations;

	 
	 	(f)	 	less consolidated interest income;

	 
	 	(g)	 	plus (less) the non-cash portion of losses (gains) on disposals, to the
extent included in the income statement if separately stated in the operating and
investing sections of the statement of cash flows as a net reduction or increase in
cash flow;

	 
	 	(h)	 	plus or minus non cash income or losses in relation to hedging activities.







	 	 	For the purposes of calculating Consolidated Adjusted EBITDA for any period of four
consecutive fiscal quarters (each, a “Reference Period”), (i) if at any time during such
Reference Period (and after the Closing Date) the Parent or any of its Subsidiaries shall
have made any Material Disposition (as defined below), the Consolidated Adjusted EBITDA
for such Reference Period shall be reduced by an amount equal to the Consolidated Adjusted
EBITDA (if positive) attributable to the property that is the subject of such Material
Disposition for such Reference Period or increased by an amount equal to the Consolidated
Adjusted EBITDA (if negative) attributable thereto for such Reference Period and (ii) if
during such Reference Period (and after the Closing Date) the Parent or any of its
Subsidiaries shall have made a Material Acquisition, Consolidated Adjusted EBITDA for





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	 	 	such
Reference Period shall be calculated after giving pro forma effect thereto in accordance
with Regulation S-X as promulgated by the SEC or in such other manner acceptable to the
Agent as if such Material Acquisition occurred on the first day of such Reference Period.
As used in this definition, “Material Acquisition” means any acquisition of property or
series of related acquisitions of property that (x) constitutes assets comprising all or
substantially all of the productive assets an operating unit of a business or constitutes
all or substantially all of the common stock of a Person and (y) involves the payment of
consideration by the Parent or any of its Subsidiaries in excess of $10,000,000.00; and
“Material Disposition” means any disposition of property or series of related dispositions
of property that (x) constitutes assets comprising all or substantially all of the
productive assets an operating unit of a business or constitutes all or substantially all
of the common stock of a Person and (y) yields gross proceeds to the Parent or any of its
Subsidiaries in excess of $10,000,000.00.

	 
	 	 	"Consolidated Net Income” means, for any period, the net income (loss) of the Parent and
the Subsidiaries for such period, determined on a consolidated basis in accordance with
GAAP; provided that (a) the net income of any Person that is not a Subsidiary or that is
accounted for by the equity method of accounting will be included only to the extent of
the amount of dividends or other distributions actually paid in cash to the Parent or any
Subsidiary during such period, (b) the net loss of any such Person will be included only
to the extent such loss is funded in cash by the Parent or a Subsidiary during such period
and (c) the income or loss of any Person will be excluded to the extent such income or
loss is accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Parent or any Subsidiary or the date that such Person’s assets are
acquired by the Parent or any Subsidiary.

	 
	 	 	"Consolidated Interest Coverage Ratio” means, for any period, the ratio of (a)
Consolidated Adjusted EBITDA for such period to (b) Consolidated Interest Expense for such
period.

	 
	 	 	"Consolidated Interest Expense” means, on a consolidated basis for any Person for any
period, without duplication, the aggregate amount payable in cash with respect to such
period for (a) interest expense (including that attributable to Capitalised Leases) of
the Parent and its Subsidiaries, determined in accordance with GAAP, and (b) mandatory
dividend payments in respect of shares of capital stock to the extent the same is payable
in cash during such period, but excluding, to the extent included in clauses (a) and (b)
above, (i) the amortized amount of any fees and expenses associated with the consummation
of any Financial Indebtedness financing, (ii) any fees, expenses and costs associated with
the renegotiation of Financial Indebtedness, (iii) costs associated with obtaining any
interest rate hedging agreements, (iv) annual agency fees paid to the Agent, and (v) fees
and expenses associated with any investment, recapitalization, equity issuance or debt
issuance permitted under this Agreement (whether or not consummated).

	 
	 	 	"Closing Date” means the date of execution hereof.

	 
	 	 	"Equity to Total Assets Ratio” means, on any date, the ratio of (a) Shareholders Equity to
(b) Total Assets.

	 
	 	 	"Leverage Ratio” means, on any date, the ratio of:-







	 	(a)	 	Total Indebtedness as of such date minus the amount of cash held by or on
account for the Parent and its consolidated subsidiaries on such date, excluding
cash:







	 	(i)	 	subject to any Security; or






61









 











	 	(ii)	 	subject to any other contractual restriction
specifically requiring the application thereof or the proceeds thereof to a
particular use other than the repayment of Financial Indebtedness, to







	 	(b)	 	Consolidated Adjusted EBITDA for the most recently ended four consecutive
Financial Quarters of the Parent.







	 	 	"Shareholders Equity” means, on any date, total shareholders equity of the Parent and its
Subsidiaries, determined in accordance with GAAP.

	 
	 	 	"Total Assets” means, at any date, the total assets of the Parent and its Subsidiaries
determined on a consolidated basis, excluding all intangible assets such as, and without
limiting the generality of the foregoing, patents, trademarks, copyrights, trade secrets,
licenses, franchises, know how, goodwill and trade names, all of the foregoing to be
determined in accordance with GAAP.

	 
	 	 	"Total Indebtedness” means, as of any date, the aggregate principal amount of Financial
Indebtedness of the Parent and its Subsidiaries outstanding as of such date, determined on
a consolidated basis in accordance with GAAP and which would be reflected as long-term
debt or short-term debt on a consolidated balance sheet of the Parent in accordance with
GAAP if such balance sheet were prepared on such date. Total Indebtedness shall in all
cases be calculated without giving effect to Statement of Financial Accounting Standards
No. 133.











	23	 	GENERAL UNDERTAKINGS

	 
	 	 	The undertakings in this Clause 23 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in
force.

	 
	 	 	Authorisations and compliance with laws











	23.1	 	Authorisations

	 
	 	 	Each Obligor shall promptly:







	 	(a)	 	obtain, comply with and do all that is necessary to maintain in full force
and effect; and

	 
	 	(b)	 	if requested by the Agent supply certified copies to the Agent of,







	 	 	any Authorisation required under any law or regulation of a Relevant Jurisdiction to:







	 	(i)	 	enable it to perform its obligations under the Finance
Documents;

	 
	 	(ii)	 	ensure the legality, validity, enforceability or
admissibility in evidence of any Finance Document; and

	 
	 	(iii)	 	carry on its business where failure to do so has or is
reasonably likely to have a Material Adverse Effect.







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	23.2	 	Compliance with laws

	 
	 	 	Each Obligor shall (and the Parent shall ensure that each member of the Group will) comply
in all respects with all laws to which it may be subject, if failure so to comply has or
is reasonably likely to have a Material Adverse Effect.











	23.3	 	Environmental compliance







	 	(a)	 	Each Obligor shall (and the Parent shall ensure that each member of the
Group will):







	 	(i)	 	comply with all Environmental Law;

	 
	 	(ii)	 	obtain, maintain and ensure compliance with all requisite
Environmental Permits;

	 
	 	(iii)	 	implement procedures to monitor compliance with and to
prevent liability under any Environmental Law,







where failure to do so has or is reasonably likely to have a Material Adverse
Effect.








	23.4	 	Environmental claims

	 
	 	 	Each Obligor shall (through the Parent), promptly upon becoming aware of the same, inform
the Agent in writing of:







	 	(a)	 	any Environmental Claim against any member of the Group which is current,
pending or threatened; and

	 
	 	(b)	 	any facts or circumstances which are reasonably likely to result in any
Environmental Claim being commenced or threatened against any member of the Group,







where the claim, if determined against that member of the Group, has or is reasonably
likely to have a Material Adverse Effect.








	23.5	 	Taxation







	 	(a)	 	Each Obligor shall (and the Parent shall ensure that each member of the
Group will) pay and discharge all Taxes imposed upon it or its assets within the time
period allowed without incurring penalties unless and only to the extent that:







	 	(i)	 	(A) such payment is being contested in good faith; (B)
adequate reserves are being maintained for those Taxes and the costs
required to contest them which have been disclosed in its latest financial
statements delivered to the Agent under Clause 21.1 (Financial statements);
and (C) such payment can be lawfully withheld; or

	 
	 	(ii)	 	the amount of such Taxes does not exceed in aggregate
$1,000,000.







	 	(b)	 	No Obligor may change its residence for Tax purposes.





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	23.6	 	Merger

	 
	 	 	The Borrower shall not merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or liquidate or dissolve, except that,
if at the time thereof and immediately after giving effect thereto no Default shall have
occurred,







	 	(i)	 	any Person may merge or consolidate with or into the
Borrower in a transaction in which the Borrower is the surviving
corporation,

	 
	 	(ii)	 	any Person may merge or consolidate with or into the
Borrower, provided that, if the Borrower is not the survivor of such merger
or consolidation, (first) the survivor shall have expressly assumed the
obligations of the Borrower arising hereunder by written acknowledgement in
form and substance satisfactory to the Agent and (second) the Agent and
Security Agent are satisfied that the Transaction Security is not impaired
or adversely affected, and

	 
	 	(iii)	 	the Borrower may merge with and into any of its Wholly
Owned Subsidiaries, provided that the survivor of such merger, if not the
Borrower, (first) expressly assumes the guarantee obligations of the
Borrower arising hereunder by written acknowledgement in form and substance
satisfactory to the Agent and (second) the Agent and Security Agent are
satisfied that the Transaction Security is not impaired or adversely
affected.











	23.7	 	Change of business

	 
	 	 	The Parent shall procure that no material change is made to the general nature of the
business of the Borrower or of the Parent and its Subsidiaries taken as a whole from that
carried on by the Group at the date of this Agreement.











	23.8	 	Acquisitions

	 
	 	 	No Obligor shall acquire any Person or any Equity Interest of or a division or line of
business of a Person (or, in each case, any interest in any of them) except for (i)
Permitted Acquisitions, (ii) interests in joint ventures permitted under Clause 23.9
hereof, (iii) Equity Interests issued by the Parent or by Subsidiaries (other than the
Borrower unless such Equity Interests of the Borrower are pledged to the Security Agent
on terms satisfactory to it to secure the repayment of the Loans), and (iv) Equity
Interests acquired (x) in connection with the bankruptcy or reorganization of, or
settlement of delinquent accounts and disputes with, customers and suppliers, in each case
in the ordinary course of business, or (y) as a result of a foreclosure by an Obligor with
respect to any secured transaction or other transfer of title with respect to any secured
transaction in default.











	23.9	 	Joint ventures

	 
	 	 	No Obligor shall enter into, acquire any Equity Interest, evidences of indebtedness or
other Equity Interests in, or transfer any assets to, a Joint Venture with a third-party
non-Affiliate (or agree to do any of the foregoing), except that:







	 	(a)	 	none of the foregoing shall prohibit, limit or affect in any way any
acquisition of any Equity Interests by, investment by, loan from, debt purchase
agreement with, or transfer of assets by or to, the Parent or any Subsidiary thereof
(other than the Borrower) so long as the Parent, after giving effect to any such
transaction, is in Pro Forma Compliance under Clause 22.1, and





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	 	(b)	 	none of the foregoing shall prohibit, limit or affect in any way any
acquisition of any Equity Interests by, investment by, loan from, debt purchase
agreement with, or transfer of assets by or to the Borrower to the extent that the
aggregate consideration for all such investments in, acquisitions of or transfers of
assets to such Joint Venture by Borrower does not exceed $15,000,000 in any single
fiscal year of Parent and shall not exceed $45,000,000 from and after the date hereof
through the remaining term of this Agreement







Restrictions on dealing with assets and Security








	23.10	 	Preservation of assets

	 
	 	 	Each Obligor shall maintain in accordance with good industry practices all of its assets
necessary or desirable in the conduct of its business.











	23.11	 	Pari passu ranking

	 
	 	 	Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a
Finance Party or Hedge Counterparty against it under the Finance Documents rank at least
pari passu with the claims of all its other unsecured and unsubordinated creditors except
those creditors whose claims are mandatorily preferred by laws of general application to
companies.











	23.12	 	Acquisition Documents

	 
	 	 	The Obligors shall take all reasonable and practical steps to preserve and enforce its
respective material rights (if any) (or the rights of any other member of the Group) and
pursue any unexpired material claims and remedies arising under a Membership Interest and
Stock Purchase Agreement dated as of May 28, 2008, by and among Rigdon Marine Holdings,
L.L.C., Rigdon Marine Corporation, all the members of Rigdon Marine Holdings, L.L.C.,
Sherwood Investment, L.L.C., John J. Tennant III Irrevocable Trust, Brian M. Bowman
Irrevocable Trust, Bourbon Offshore, and GulfMark Offshore, Inc. (or related documents).











	23.13	 	Negative pledge

	 
	 	 	Neither the Parent nor the Borrower shall, nor shall the Borrower permit any of its
Subsidiaries to, create, incur, assume or permit to exist any Lien on its or their assets,
except:







	 	(a)	 	Liens imposed by law for Taxes, assessments or governmental charges which
are not delinquent for a period of more than 60 days or are being contested in
compliance with Clause 23.5.

	 
	 	(b)	 	Permitted Vessel Security and any other Lien in favour of the Security
Agent hereunder.

	 
	 	(c)	 	Any Lien existing on the date hereof and described in the Disclosure
Schedule provided that such Lien shall secure only those obligations which it secures
on the date hereof and extensions, renewals, refinancings and replacements thereof
that do not increase the outstanding principal amount thereof (other than by an
amount not in excess of accrued interest thereon and fees and expenses, including
premium and defeasance costs, associated therewith).





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	 	(d)	 	Any Lien existing on any property or asset prior to the acquisition thereof
by the Parent, the Borrower or any Subsidiary thereof or existing on any property or
asset of any Person that becomes a Subsidiary after the date hereof prior to the time
such Person becomes a Subsidiary; provided that (A) such Lien is not created in
contemplation of or in connection with such acquisition or such Person becoming a
Subsidiary, as the case may be, and (B) such Lien shall secure only those obligations
which it secures on the date of such acquisition or the date such Person becomes a
Subsidiary, as the case may be and extensions, renewals, refinancings and
replacements thereof that do not increase the outstanding principal amount thereof
(other than by an amount not in excess of accrued interest and fees and expenses,
including premium and defeasance costs, associated therewith).

	 
	 	(e)	 	Liens on fixed or capital assets acquired, constructed or improved by the
Parent, the Borrower or any Subsidiary (including any such assets made the subject of
a Capitalised Lease Obligation); provided that (i) such Liens if created by the
Borrower secure Indebtedness permitted by clause (e) of Clause 23.16, (ii) such Liens
and the Indebtedness secured thereby are incurred prior to or within 90 days after
such acquisition or the completion of such construction or improvement, (iii) the
Financial Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets and (iv) such Liens shall not
apply to any other property or assets of the Borrower or any Subsidiary (other than
insurance thereon and other proceeds of such capital assets).

	 
	 	(f)	 	Liens on property of any Foreign Subsidiary securing Indebtedness of such
Foreign Subsidiary (or guarantees of such Indebtedness).

	 
	 	(g)	 	Liens in favour of the Borrower or any Subsidiary.

	 
	 	(h)	 	Liens that are contractual rights of set-off (i) relating to the
establishment of depository relations with banks not given in connection with the
issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the
Parent, the Borrower or any Subsidiary to permit satisfaction of overdraft or similar
obligations incurred in the ordinary course of business of the Parent, the Borrower
or any Subsidiaries, (iii) relating to purchase orders and other agreements entered
into with customers of the Parent, the Borrower or any Subsidiary in the ordinary
course of business or (iv) arising under or pursuant to banking relationships.

	 
	 	(i)	 	Liens arising solely by virtue of any statutory or common law provision
relating to banker’s liens, rights of set-off or similar rights.

	 
	 	(j)	 	Liens arising out of conditional sale, title retention, consignment or
similar arrangements for the sale of goods, in each case entered into in the ordinary
course of business.

	 
	 	(k)	 	Liens securing Refinancing Indebtedness; provided that such Liens do not
extend to any property or assets other than the property or assets that secure the
Indebtedness being refinanced and proceeds thereof.

	 
	 	(l)	 	Liens (i) attaching to advances to a seller of any property to be acquired,
(ii) consisting of an agreement to dispose of property and (iii) on cash earnest
money deposits in connection with mergers or consolidations permitted under Clause
23.6, 23.8, Permitted Acquisitions under Clause 23.8 and Joint Ventures permitted
under Clause 23.9.





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	 	(m)	 	Liens on insurance policies and the proceeds thereof granted in the
ordinary course to secure the financing of insurance premiums with respect thereto.

	 
	 	(n)	 	Any sale or assignment of accounts receivable permitted hereby.

	 
	 	(o)	 	Licenses, sublicenses, leases or subleases granted to third Persons in the
ordinary course of business of the Parent, the Borrower or any of its Subsidiaries.

	 
	 	(p)	 	Precautionary UCC financing statements in respect of operating leases not
prohibited by this Agreement.

	 
	 	(q)	 	Any interest or title of a licensor, lessor, sublicensor or sublessor under
any license or lease permitted by this Agreement.

	 
	 	(r)	 	Liens arising under Environmental Laws which (i) are being contested in
good faith and by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP or (ii) arise by operation of law (and not as a
result of any grant or consent by the Parent, the Borrower or any Subsidiary) to
secure performance by the Parent, the Borrower or its Subsidiaries of remediation
activity, so long as the Parent, the Borrower and its Subsidiaries are in compliance
with all requirements applicable to such remediation activity;

	 
	 	(s)	 	In the case of Equity Interests issued by a joint venture or a wholly-owned
Subsidiary, any call or similar right in the nature of a right of first offer or a
first refusal right of a third party that is also an investor in such joint venture
or Subsidiary and, in the case of Equity Interests issued by a joint venture or
Subsidiary, any call or similar right on any nominee, trust or
directors’ qualifying
shares or similar arrangements designed to satisfy requirements of applicable local
laws.

	 
	 	(t)	 	Cash collateral provided on customary terms securing reimbursement
obligations in respect of letters of credit described in Clause 23.16(h).

	 
	 	(u)	 	(i) pledges and deposits made in the ordinary course of business in
compliance with workers’ compensation, unemployment insurance and other social
security laws or regulations, (ii) Liens incurred in the ordinary course of business
securing insurance premiums or reimbursement obligations under insurance policies and
(iii) Liens securing obligations in respect of letters of credit or bank guarantees
that have been posted by the Parent, the Borrower or any of its Subsidiaries to
support the payment of the items set forth in clauses (i) and (ii) of this clause
(u);

	 
	 	(v)	 	(i) deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business and
(ii) Liens securing obligations in respect of letters of credit or bank guarantees
that have been posted by the Parent, the Borrower or any of its Subsidiaries to
support the payment of items set forth in clause (i) of this clause (v);

	 
	 	(w)	 	judgment liens in respect of judgments or attachments that do not
constitute an Event of Default under Clause 24;

	 
	 	(x)	 	easements, zoning restrictions, rights-of-way, restrictive covenants,
irregularities in title and similar encumbrances on real property imposed by law or
arising in the ordinary course of business that are not substantial in amount and do
not





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	 	 	 	materially detract from the value of the affected property or interfere with the
ordinary conduct of business of the Parent, the Borrower or any Subsidiary; and

	 
	 	(y)	 	Liens not otherwise permitted by this Clause 23.13 securing obligations and
Indebtedness in an aggregate amount not in excess of $2,000,000 at any time
outstanding with respect to the Borrower and its Subsidiaries, and (ii) $10,000,000
with respect to the Parent and its Subsidiaries.







Provided that notwithstanding the foregoing, (i) no Lien or other security over the
Collateral Vessels shall be created or allowed to subsist other than Permitted Vessel
Security; (ii) no consensual Liens shall be created or permitted to exist on Equity
Interests that constitute Transaction Security other than pursuant to clause (a) or (b)
above.








	23.14	 	Disposals







	 	(a)	 	No Obligor shall, and the Parent will ensure that no other member of the
Group shall, dispose of any Material Company unless:







	 	(i)	 	with the prior written consent of the Agent (acting on
the instructions of the Majority Lenders); or

	 
	 	(ii)	 	the Parent and its Subsidiaries taken as a whole would,
on a pro forma basis immediately following such disposal, satisfy the
Required Net Asset Threshold.







	 	(b)	 	No Obligor shall without the prior written consent of the Agent (acting on
the instructions of the Majority Lenders) dispose of any asset expressed to be
secured by the Transaction Security, provided, however, that the Obligors may dispose
of any of the Collateral Vessels and Transaction Security directly related to that
Collateral Vessel being disposed of, if and to the extent permitted by and subject to
the conditions set out or referred to in Clause 25 (Collateral Vessel Sale and
Substitution).

	 
	 	(c)	 	Without limiting the generality of any of the other prohibitions of this
Clause 23.14, no Obligor shall sell, transfer or otherwise dispose of any of its
assets, except:







	 	(i)	 	to the extent that, immediately after giving effect
thereto, the Parent and its Subsidiaries, taken as a whole, would on a pro
forma basis satisfy the Required Net Asset Threshold;

	 
	 	(ii)	 	sales, transfers, leases and other dispositions of (x)
any property (including inventory) and (y) used, surplus, obsolete or
worn-out equipment, in each case in the ordinary course of business;

	 
	 	(iii)	 	sales, transfers, leases and other dispositions to the
Parent, to the Borrower or to a Subsidiary;

	 
	 	(iv)	 	leases or subleases of property, and licenses or
sublicenses of intellectual property, in each case entered into in the
ordinary course of business and which do not materially interfere with the
business of the Borrower and its Subsidiaries taken as a whole;





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	 	(v)	 	dispositions or write-downs of accounts receivable in
connection with the compromise, settlement or collection thereof in the
ordinary course of business or bankruptcy or similar proceedings;

	 
	 	(vi)	 	(A) sales, transfers, leases and other dispositions
permitted or effected by merger or consolidation subject to Clause 23.14(a)
and, in the case of the Borrower only, Clause 23.6 hereof and (B) Liens
permitted under Clause 23.13;

	 
	 	(vii)	 	sales, transfers, leases and other dispositions of
property constituting investments permitted under Clauses 23.6 or 23.9,
subject to Clause 23.14(a) hereof;

	 
	 	(viii)	 	dispositions resulting from any casualty or other insured damage to, or
any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of the Parent or any Subsidiary;

	 
	 	(ix)	 	voluntary terminations of Hedging Agreements; and

	 
	 	(x)	 	sales, leases, transfers or other dispositions identified
in this Clause 23.14.











	23.15	 	Intra-Group Loans







	 	(a)	 	Except as permitted by the Agent (acting on the instruction of the Majority
Lenders), the Borrower shall not following the occurrence of an Event of Default:







	 	(i)	 	repay or prepay any principal amount (or capitalised
interest) outstanding under the Intra-Group Loans;

	 
	 	(ii)	 	pay any interest or any other amounts payable in
connection with the Intra-Group Loans; or

	 
	 	(iii)	 	purchase, redeem, defease or discharge any amount
outstanding with respect to the Intra-Group Loans.











	23.16	 	Financial Indebtedness

	 
	 	 	The Borrower shall not, and shall not permit any Subsidiary thereof to, create, incur,
assume or allow to remain outstanding any Financial Indebtedness, except:







	 	(a)	 	Financial Indebtedness created under the Finance Documents;

	 
	 	(b)	 	Financial Indebtedness existing on the date hereof and set forth in the
Disclosure Schedule;

	 
	 	(c)	 	Financial Indebtedness of the Borrower to the Parent or any Subsidiary
thereof and of any Subsidiary to the Parent, the Borrower or any other Subsidiary of
Parent;

	 
	 	(d)	 	Guarantees incurred in the ordinary course of business by the Borrower or
any Subsidiary thereof of Financial Indebtedness of any Subsidiary and by any
Subsidiary of Indebtedness of the Borrower or any other Subsidiary provided that the
Indebtedness guaranteed is permitted to be incurred under this Agreement;





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	 	(e)	 	Financial Indebtedness incurred to finance the acquisition, construction or
improvement of any fixed or capital assets, including Capitalised Lease Obligations
and any Financial Indebtedness assumed in connection with the acquisition of any such
assets or secured by a Lien on any such assets prior to the acquisition thereof;
provided that (1) such Financial Indebtedness is incurred prior to or within 90 days
after such acquisition or the completion of such construction or improvement and (2)
the aggregate principal amount of Capitalised Lease Obligations and Indebtedness
incurred pursuant to this clause (e) shall not exceed $25,000,000 at any time
outstanding;

	 
	 	(f)	 	Financial Indebtedness of any Person that becomes a Subsidiary of Borrower
after the date hereof; provided that (i) such Financial Indebtedness exists at the
time such Person becomes a Subsidiary and is not created in contemplation of or in
connection with such Person becoming a Subsidiary, (ii) the Parent is in compliance,
on a pro forma basis after giving effect to the acquisition of such Subsidiary with
the covenants in Clause 22.1 and (iii) the aggregate principal amount of Financial
Indebtedness incurred pursuant to this clause (f) shall not exceed $10,000,000 at any
time outstanding;

	 
	 	(g)	 	Indebtedness in respect of Hedging Agreements permitted pursuant hereto;

	 
	 	(h)	 	Financial Indebtedness of the Borrower or any Subsidiary in respect of
letters of credit constituting reimbursement obligations (i) with respect to letters
of credit in respect of workers’ compensation claims or self insurance obligations,
or (ii) obtained in the ordinary course of business so long as the aggregate amount
of the reimbursement obligations (contingent or otherwise) in respect thereof is
expressly limited to $7,000,000;

	 
	 	(i)	 	Financial Indebtedness of the Borrower or any Subsidiary in respect of
performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion
guarantees and similar obligations (other than in respect of Indebtedness for
borrowed money);

	 
	 	(j)	 	Financial Indebtedness of the Borrower or any Subsidiary arising from the
honouring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business,
provided that such Indebtedness is extinguished within five Business Days of its
incurrence;

	 
	 	(k)	 	Financial Indebtedness of Foreign Subsidiaries in an aggregate principal
amount at any time outstanding not exceeding $25,000,000;

	 
	 	(l)	 	Financial Indebtedness incurred by the Borrower or any Subsidiary
representing deferred compensation to employees of the Borrower or any Subsidiary
incurred in the ordinary course of business;

	 
	 	(m)	 	Financial Indebtedness assumed pursuant to a Permitted Acquisition
consummated after the date hereof in an aggregate amount not to exceed $10,000,000 at
any time outstanding;

	 
	 	(n)	 	Financial Indebtedness incurred by the Borrower or any Subsidiary in
connection with any Permitted Acquisition consisting of obligations in respect of
indemnification, the adjustment of the purchase price or similar adjustments;





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	 	(o)	 	Financial Indebtedness consisting of obligations of the Borrower or any
Subsidiary under deferred compensation or other similar arrangements incurred by such
Person in connection with Permitted Acquisitions;

	 
	 	(p)	 	Financial Indebtedness incurred by Borrower or any Subsidiary in respect of
netting services, overdraft protections and similar arrangements in each case in
connection with cash management and deposit accounts;

	 
	 	(q)	 	Indebtedness consisting of (i) the financing of insurance premiums or (ii)
take-or-pay obligations of the Borrower or any Subsidiary thereof contained in supply
arrangements, in each case, in the ordinary course of business;

	 
	 	(r)	 	Refinancing Indebtedness of the Borrower or any Subsidiary thereof incurred
in exchange for, or the net proceeds of which are used to refund, refinance or
replace Financial Indebtedness (other than Financial Indebtedness of the Borrower to
any Subsidiary thereof or of any Subsidiary to the Borrower or any other Subsidiary)
that was permitted to be incurred under clause (a), (b), (e), (f), (k), (m), (r) or
(s), of this Clause 23.16;

	 
	 	(s)	 	Permitted Subordinated Indebtedness, without any limitation as to amount,
so long as the Borrower and the Subsidiaries are in Pro Forma Compliance;

	 
	 	(t)	 	other Financial Indebtedness of the Borrower or any Subsidiary thereof, in
an aggregate principal amount at any time outstanding pursuant to this Clause 23.16
not in excess of $15,000,000; and

	 
	 	(u)	 	all premium (if any), interest (including post-petition interest), fees,
expenses, charges and additional or contingent interest on obligations described
above.











	23.17	 	Share capital

	 
	 	 	The Borrower shall not issue any shares of Common Stock which are not subject to the
Transaction Security.











	23.18	 	Insurance







	 	(a)	 	Without prejudice to paragraph (c) below, each Obligor shall (and the
Parent shall ensure that each member of the Group will) maintain insurances on and in
relation to its business and assets against those risks and to the extent as is usual
for companies of similar reputation carrying on the same or substantially similar
business in similar locations and, in the case of the Insurances, as provided in the
Transaction Security Documents.

	 
	 	(b)	 	All insurances (including the Insurances) must be with reputable
independent insurance companies or underwriters.

	 
	 	(c)	 	The Obligors shall ensure that:







	 	(i)	 	the Insurances are maintained in full force and effect;

	 
	 	(ii)	 	the Security Agent is named as co-insured or that its
interest is noted on such policies (in each case as required by the
Transaction Security Documents); and





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	 	(iii)	 	in relation to any claim over $1,000,000, the relevant
policy or policies provide for the Security Agent as sole loss payee or that
any such sums are payable at the Security Agent’s direction,







in each case in accordance with, and in the manner prescribed by, the Transaction
Security Documents and as evidenced by the Certificate of Insurance and Broker’s
Letter of Undertaking.




	 	(d)	 	The Borrower shall give written notice to the Agent promptly after the
occurrence of any Recovery Event or series of related Recovery Events which will, or
is likely to, result in a claim or claims in excess of $1,000,000 (in the aggregate)
being made by the Borrower under the Insurances in accordance with, and in the manner
provided by, the Transaction Security Documents.

	 
	 	(e)	 	Subject to paragraphs (f) and (g) below (and notwithstanding paragraph
(c)(iii) above), if the Borrower or the Security Agent shall receive Net Cash
Proceeds from any Recovery Event:-







	 	(i)	 	the party receiving the Net Cash Proceeds shall deposit
the same as soon as possible in the Cash Collateral Account, and the
Borrower shall ensure that a Cash Collateral Account Charge is (if not
already granted) immediately granted to the Security Agent in form and
content acceptable to it; and

	 
	 	(ii)	 	if the Borrower provides to the Agent a certificate from
a Financial Officer of the Borrower confirming:







	 	(A)	 	that the Borrower intends to apply
the Net Cash Proceeds within 365 days after receipt of such Net
Cash Proceeds to repair or replace the damaged Collateral Vessel
(or in reimbursement to the Borrower in respect of amounts already
paid by the Borrower in such repair or replacement) provided that,
in the case of replacement, the Substitution Conditions set out in
Clause 25.2 (Collateral Vessel Substitution) shall apply and must
be met in relation to the replacement vessel with references to
“substitute” and “substitution” in Clause 25.2 being read as
“replace” and “replacement” for purposes of this paragraph; and

	 
	 	(B)	 	no Event of Default has occurred (or
would occur as a result of the Recovery Event) and in particular
but without prejudice to the generality no breach of Clause
22.1(d) (Collateral to Debt Ratio) has occurred or will occur as a
result of the Recovery Event,







the Borrower shall be entitled to withdraw sums from the Cash
Collateral Account solely for the purpose set out in paragraph (ii)(A)
above. Any sums not so withdrawn at the expiry of the 365 day period
referred to in paragraph (ii)(A) above shall be applied in prepayment
of the Loans on the last day of the next expiring Interest Period.




	 	(f)	 	If on any date the the Security Agent shall receive Net Cash Proceeds from
any Recovery Event or series of related Recovery Events which are less than
$1,000,000 (in the aggregate), such Net Cash Proceeds shall be paid to the Borrower
provided that the Borrower shall be obliged to use any Net Cash





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	 	 	 	Proceeds from a Recovery Event for the repair or replacement of the Collateral
Vessel(s) as provided in the Transaction Security Documents.







	 	(g)	 	If on any date:-







	 	(i)	 	the Borrower or the Security Agent shall receive Net Cash
Proceeds from any Recovery Event or series of related Recovery Events in
excess of $25,000,000 (in the aggregate); or

	 
	 	(ii)	 	the balance of Recovery Event proceeds in the Cash
Collateral Account exceeds $25,000,000 (in the aggregate),







the whole of such proceeds shall, unless the Majority Lenders and the Borrower
otherwise agree, be applied in prepayment of the Loans on the last day of the
next expiring Interest Period.








	23.19	 	Treasury Transactions

	 
	 	 	No Obligor shall enter into any Treasury Transaction, other than pursuant to and in
accordance with the terms of the Hedging Policy Letter.











	23.20	 	No change in management

	 
	 	 	The Borrower will not permit anyone other than the Manager to be appointed as commercial
or technical managers of the Collateral Vessels, nor permit any material variation of the
arrangements for the commercial or technical management of the Collateral Vessels, nor
permit the Manager to sub-contract or delegate a material part of the commercial or
technical management of any Collateral Vessel to any third party.











	23.21	 	Registration of Vessels

	 
	 	 	The Borrower undertakes to maintain the registration of the Collateral Vessels under the
flag indicated in Schedule 9 (The Collateral Vessels), or such other flag requested by the
Borrower and consented to by the Agent acting on behalf of the Majority Lenders (such
consent not to be unreasonably withheld).











	23.22	 	Classification

	 
	 	 	The Borrower shall ensure that each Collateral Vessel maintains the highest classification
required for the purpose of the relevant trade of such Collateral Vessel which shall be
with a Pre-Approved Classification Society or such other society as may be acceptable to
the Agent, in each case, free from any overdue recommendations and conditions affecting
the class of that Collateral Vessel.











	23.23	 	Valuations

	 
	 	 	The Borrower will deliver to the Agent:







	 	(a)	 	an Appraised Value for each of the Collateral Vessels on each Appraisal
Date and any other date requested by the Agent (but not more than once between each
Quarter Date) where the Agent reasonably believes a Default has occurred (which shall
be at the expense of the Borrower); and

	 
	 	(b)	 	on such other occasions as the Agent may reasonably request (which shall be
at the expense of the Lenders).





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	23.24	 	Further assurance







	 	(a)	 	Each Obligor shall (and the Parent shall procure that each member of the
Group which has entered into a Transaction Security Document will) promptly do all
such acts or execute all such documents (including assignments, transfers, mortgages,
charges, notices and instructions) as the Security Agent may reasonably specify (and
in such form as the Security Agent may reasonably require in favour of the Security
Agent or its nominee(s)):







	 	(i)	 	to perfect the Security created or intended to be created
under or evidenced by the Transaction Security Documents (which may include
the execution of a mortgage, charge, assignment or other Security over all
or any of the assets which are, or are intended to be, the subject of the
Transaction Security) or for the exercise of any rights, powers and remedies
of the Security Agent or the Finance Parties provided by or pursuant to the
Finance Documents or by law; and/or

	 
	 	(ii)	 	to facilitate the realisation of the assets which are, or
are intended to be, the subject of the Transaction Security.







	 	(b)	 	Each Obligor shall (and the Parent shall procure that each member of the
Group which has entered into a Transaction Security Document shall) take all such
action as is available to it (including making all filings and registrations) as may
be necessary for the purpose of the creation, perfection, protection or maintenance
of any Security conferred or intended to be conferred on the Security Agent or the
Finance Parties by or pursuant to the Finance Documents.











	23.25	 	Syndication

	 
	 	 	In the event that the Arranger notifies the Parent that it proposes to syndicate the
Facility, the Parent shall provide reasonable assistance to the Arranger in the
preparation of an information memorandum and the primary syndication of the Facility
(including, without limitation, by making Senior Management available for the purpose of
making presentations to, or meeting, potential lending institutions) and will comply with
all reasonable requests for information from potential syndicate members prior to
completion of syndication.











	23.26	 	Conditions subsequent







	 	(a)	 	On or before 22 December 2009, the Borrower shall deliver to the Agent a
duly executed Hedging Agreement.

	 
	 	(b)	 	As soon as reasonably practicable but in any event within 45 days of
execution hereof, the Borrower shall open the Cash Collateral Account and grant the
Cash Collateral Account Charge. 

	 
	 	(c)	 	Within 30 days of execution hereof, the Borrower shall provide to the Agent
original executed (i) Certificate of Insurance (in agreed form) from Aon Risk
Services and (ii) letters of undertaking from the parties referred to in, and in the
form required by, paragraphs 3(c) and 3(d) of Schedule 2 (Conditions Precedent) or as
otherwise agreed with BankServe Insurance Services Ltd, the Agent’s insurance
adviser.

	 
	 	(d)	 	Promptly after receiving the same, the Borrower shall deliver to the Agent
a Certificate of Confirmation of Class for the vessel IBERVILLE which meets the
requirements specified in paragraph 10 of Schedule 2 (Conditions Precedent).





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	 	(e)	 	Within 60 days of execution hereof, the Borrower shall use reasonable
endeavours to obtain and deliver to the Agent executed acknowledgments from Shell and
ENI in relation to the assignment of such charters by the Borrower. If the Borrower
has used its reasonable endeavours within such 60 day period and has not obtained
such acknowledgements, the obligation in this paragraph (e) shall extinguish.

	 
	 	(f)	 	On 17 December 2009, the Borrower shall submit or cause to be submitted for
filing and provide evidence of recording to the Agent as soon as reasonably
practicable after receipt, a Release and Termination of Ship Mortgage by DVB covering
its interest in the Collateral Vessels.

	 
	 	(g)	 	On 17 December 2009, the Borrower shall furnish evidence to the Agent of
the filing of (1) a UCC-1 financing statement against GulfMark Management, Inc. in
favour of Security Agent; (2) a UCC-1 financing statement against the Borrower in
favour of the Security Agent (each to perfect the security agreements referred to in
Schedule 2 (Conditions Precedent); and (3) UCC-3 termination statements to terminate
all security interests of DVB against the Borrower.

	 
	 	(h)	 	The Borrower shall within 60 days of receipt thereof, place a certified
copy of the Original Mortgage in the bridge of each of the Collateral Vessels and
promptly confirm to the Agent that this has occurred.











	24	 	EVENTS OF DEFAULT

	 
	 	 	Each of the events or circumstances set out in this Clause 24, is an Event of Default
(save for Clause 24.19 (Acceleration)).











	24.1	 	Non-payment

	 
	 	 	An Obligor does not pay on the due date any amount payable pursuant to a Finance Document
at the place at and in the currency in which it is expressed to be payable unless:







	 	(a)	 	its failure to pay is caused by:







	 	(i)	 	administrative or technical error; or

	 
	 	(ii)	 	a Disruption Event; and







	 	(b)	 	payment is made within:







	 	(i)	 	(in the case of (a)(i) above), two Business Days of its
due date; or

	 
	 	(ii)	 	(in the case of (a)(ii) above), two Business Days of its
due date.











	24.2	 	Financial covenants and other obligations







	 	(a)	 	Any requirement of Clause 22 (Financial covenants) is not satisfied or an
Obligor does not comply with the provisions of Clause 21 (Information Undertakings)
and/or Clause 23 (General Undertaking).

	 
	 	(b)	 	An Obligor or GulfMark Management, Inc does not comply with any provision
of any Transaction Security Document.





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	24.3	 	Other obligations







	 	(a)	 	An Obligor does not comply with any provision of the Finance Documents
(other than those referred to in Clause 24.1 (Non-payment) and Clause 24.2 (Financial
covenants and other obligations)).

	 
	 	(b)	 	No Event of Default under paragraph (a) above will occur if the failure to
comply is capable of remedy and is remedied within 15 Business Days of the earlier of
(i) the Agent giving notice to the Parent or relevant Obligor and (ii) the Parent or
an Obligor becoming aware of the failure to comply.











	24.4	 	Misrepresentation

	 
	 	 	Any representation or statement made or deemed to be made by an Obligor in the Finance
Documents or any other document delivered by or on behalf of any Obligor under or in
connection with any Finance Document is or proves to have been incorrect or misleading
when made or deemed to be made.











	24.5	 	Cross default







	 	(a)	 	Any Financial Indebtedness of any member of the Group is not paid when due
nor within any originally applicable grace period.

	 
	 	(b)	 	Any Financial Indebtedness of any member of the Group is declared to be or
otherwise becomes due and payable prior to its specified maturity as a result of an
event of default (however described).

	 
	 	(c)	 	Any commitment for any Financial Indebtedness of any member of the Group is
cancelled or suspended by a creditor of any member of the Group as a result of an
event of default (however described).

	 
	 	(d)	 	Any creditor of any member of the Group becomes entitled to declare any
Financial Indebtedness of any member of the Group due and payable prior to its
specified maturity as a result of an event of default (however described).

	 
	 	(e)	 	No Event of Default will occur under this Clause 24.5 if the aggregate
amount of Financial Indebtedness or commitment for Financial Indebtedness falling
within paragraphs (a) to (d) above is less than US$1,000,000 (or its equivalent in
any other currency or currencies).











	24.6	 	Insolvency







	 	(a)	 	The Parent, the Borrower or any Subsidiary of the Borrower or any Material
Company is unable or admits inability to pay its debts as they fall due or is deemed
to or declared to be unable to pay its debts under applicable law, suspends or
threatens to suspend making payments on any of its debts or, by reason of actual or
anticipated financial difficulties, commences negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness.

	 
	 	(b)	 	The value of the assets of any of the Parent, or the Borrower or any of its
Subsidiaries or any Material Company is less than its liabilities (taking into
account contingent and prospective liabilities, but after discounting contingent and
prospective liabilities by the forecasted probability that payment will be required).





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	 	(c)	 	A moratorium is declared in respect of any indebtedness of the Parent, the
Borrower, any Subsidiary of the borrower or any Material Company or any member of the
Group. If a moratorium occurs, the ending of the moratorium will not remedy any
Event of Default caused by that moratorium.











	24.7	 	Insolvency proceedings







	 	(a)	 	Any corporate action, legal proceedings or other procedure or step is taken
in relation to:







	 	(i)	 	the suspension of payments, a moratorium of any
indebtedness, winding-up, dissolution, administration or reorganisation (by
way of voluntary arrangement, scheme of arrangement or otherwise) of the
Parent or the Borrower or any Subsidiary of the Borrower or any Material
Company;

	 
	 	(ii)	 	a composition, compromise, assignment or arrangement with
any class of creditors of any of the Parent or the Borrower or any
Subsidiary of the Borrower or any Material Company;

	 
	 	(iii)	 	the appointment of a liquidator, receiver,
administrative receiver, administrator, compulsory manager or other similar
officer in respect of the Parent or the Borrower or any Subsidiary of the
Borrower or any Material Company or any of their respective assets; or

	 
	 	(iv)	 	enforcement of any Security over any assets of the
Parent or the Borrower or any Subsidiary of the Borrower or any Material
Company,







or any analogous procedure or step in taken in any jurisdiction.




	 	(b)	 	Paragraph (a) shall not apply to any winding-up petition which is frivolous
or vexatious and is discharged, stayed or dismissed within 21 days of commencement.











	24.8	 	Creditors’ process

	 
	 	 	Any expropriation, attachment, sequestration, distress or execution or any analogous
process in any jurisdiction with respect to:-







	 	(a)	 	any of the Collateral Vessels; or

	 
	 	(b)	 	any other assets of the Parent or the Borrower or any Subsidiary of the
Borrower or any Material Company having an aggregate value in excess of $500,000,







unless:-




	 	(i)	 	such action is being contested in good faith by the
relevant company;

	 
	 	(ii)	 	the amounts in dispute are posted immediately to the Cash
Collateral Account (or, in the case of paragraph (b) only, fully reserved
for in accordance with GAAP); and

	 
	 	(iii)	 	the relevant process is discharged as soon as reasonably
practicable.





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	24.9	 	Unlawfulness and invalidity







	 	(a)	 	It is or becomes unlawful for an Obligor or any other member of the Group
which has entered into any Finance Document to perform any of its obligations under
the Finance Documents or any Transaction Security created or expressed to be created
or evidenced by the Transaction Security Documents ceases to be effective.

	 
	 	(b)	 	Any obligation or obligations of any Obligor under any Finance Documents
are not (subject to the Legal Reservations) or cease to be legal, valid, binding or
enforceable and the cessation individually or cumulatively materially and adversely
affects the interests of the Lenders under the Finance Documents.

	 
	 	(c)	 	Any Finance Document ceases to be in full force and effect or any
Transaction Security ceases to be legal, valid, binding, enforceable or effective or
is alleged by a party to it (other than a Finance Party) to be ineffective.











	24.10	 	Cessation of business

	 
	 	 	Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on)
all or substantially all of its business.











	24.11	 	Change of ownership

	 
	 	 	After the Utilisation Date a Change of Control occurs.











	24.12	 	Audit qualification

	 
	 	 	The Auditors of the Group qualify the audited annual consolidated financial statements of
the Parent with a (i) “going concern” or like qualification or exception; or (ii)
qualification or exception as to the scope of such audit.











	24.13	 	Expropriation

	 
	 	 	The authority or ability of an Obligor to conduct its business is limited or wholly or
substantially curtailed by any seizure, expropriation, nationalisation or other similar
action by or on behalf of any governmental, regulatory or other governmental authority.











	24.14	 	Repudiation and rescission of agreements

	 
	 	 	An Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or
purports to repudiate a Finance Document or any of the Transaction Security or evidences
an intention to rescind or repudiate a Finance Document or any Transaction Security.











	24.15	 	Litigation

	 
	 	 	Any litigation, arbitration, administrative, governmental, regulatory or other
investigations, proceedings or disputes are commenced or threatened in relation to the
Finance Documents or the transactions contemplated in the Finance Documents or against any
member of the Group or its assets which has or is reasonably likely to have a Material
Adverse Effect.











	24.16	 	Material adverse change

	 
	 	 	Any event or circumstance occurs which has a Material Adverse Effect.





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	24.17	 	Challenge to registration

	 
	 	 	If the registration of any Collateral Vessel or any Original Mortgage (or replacement
mortgage) becomes void or voidable or liable to cancellation or termination.











	24.18	 	War

	 
	 	 	If the country of registration of any Collateral Vessel becomes involved in war involving
another sovereign state (whether or not declared) or civil war or is occupied by any other
power and the Agent reasonably considers that, as a result, the security conferred by the
Transaction Security Documents is materially prejudiced.











	24.19	 	Acceleration

	 
	 	 	On and at any time after the occurrence of an Event of Default the Agent may, and shall if
so directed by the Majority Lenders, by notice to the Parent:







	 	(a)	 	cancel the Total Commitments at which time they shall immediately be
cancelled;

	 
	 	(b)	 	declare that all or part of the Loans, together with accrued interest, and
all other amounts accrued or outstanding under the Finance Documents be immediately
due and payable, at which time they shall become immediately due and payable;

	 
	 	(c)	 	declare that all or part of the Loans be payable on demand, at which time
they shall immediately become payable on demand by the Agent on the instructions of
the Majority Lenders; and/or

	 
	 	(d)	 	exercise or direct the Security Agent to exercise any or all of its rights,
remedies, powers or discretions under the Finance Documents.











	25	 	COLLATERAL VESSEL SALE AND SUBSTITUTION











	25.1	 	Sale of Collateral Vessel

	 
	 	 	The Borrower may dispose of any Collateral Vessel (and any charter arrangements or similar
agreements relating thereto) provided:-







	 	(a)	 	the Borrower gives reasonable advance notice to the Agent of its intention
to make such disposal;

	 
	 	(b)	 	the Collateral Vessel is disposed of on arms length terms for an amount not
less than the fair market value thereof as reasonably determined in good faith by the
Borrower’s board of directors;

	 
	 	(c)	 	the Net Cash Proceeds of the disposal are deposited as soon as possible in
the Cash Collateral Account and a Cash Collateral Account Charge is (if not already
granted) immediately granted to the Security Agent in form and content acceptable to
it;

	 
	 	(d)	 	the Borrower provides to the Agent prior to disposal a certificate from a
Financial Officer of the Borrower confirming:







	 	(i)	 	that the Borrower intends to apply the Net Cash Proceeds
within 365 days of the disposal to acquire or construct a New Vessel
satisfying all the conditions set out in Clause 25.2 (Collateral Vessel
Substitution); and





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	 	(ii)	 	no Event of Default has occurred (or would occur as a
result of the disposal) and in particular but without prejudice to the
generality no breach of Clause 22.1(d) (Collateral to Debt Ratio) has
occurred or will occur as a result of the disposal;







	 	(e)	 	the Borrower shall be entitled to withdraw sums at credit of the Cash
Collateral Account so long as those sums are immediately applied for the purpose set
out in paragraph (d)(i) above. Any sums not so withdrawn at the expiry of the 365
day period referred to in paragraph (d)(i) above shall be applied in prepayment of
the Loans on the last day of the next expiring Interest Period; and

	 
	 	(f)	 	The Borrower shall not:







	 	(i)	 	in any one fiscal year be entitled to dispose of
Collateral Vessels having an aggregate Appraised Value exceeding
$25,000,000; nor

	 
	 	(ii)	 	during the term of this Agreement be entitled to dispose
of Collateral Vessels having an aggregate Appraised Value exceeding
$75,000,000.











	25.2	 	Collateral Vessel Substitution

	 
	 	 	The Borrower may substitute one or more vessels (the “New Vessels”) for one or more
Collateral Vessels provided the Agent is satisfied that the following conditions are met:-







	 	(a)	 	each New Vessel is an offshore supply vessel owned legally and beneficially
by the Borrower;

	 
	 	(b)	 	each New Vessel is a vessel of the Borrower’s usual quality and standard;

	 
	 	(c)	 	the construction and commissioning of each New Vessel was complete no
earlier than 1 January 2004;

	 
	 	(d)	 	each New Vessel must have and maintain a flag and class acceptable to the
Agent (acting on the instructions of the Majority Lenders);

	 
	 	(e)	 	on or before the date of substitution:







	 	(i)	 	a first priority mortgage over each New Vessel; and

	 
	 	(ii)	 	a first priority assignment of earnings (where the
charter is 12 months or more) and insurances in respect of each New Vessel;
and

	 
	 	(iii)	 	such other conditions precedent as the Agent may
reasonably require (including, but not limited to, evidence of insurance and
a legal opinion confirming inter alia the enforceability of the security
referred to in sub-paragraphs (i) and (ii) above),







must be delivered to the Agent and in each case be in form and substance
satisfactory to the Agent (acting on the instructions of the Majority Lenders)
and, in the case of (i) and (ii) in form equivalent to the other Transaction
Security Documents;




	 	(f)	 	the substitution would otherwise not result in a breach of this Agreement
including, but not limited to, paragraph (d) of Clause 22.1 (Collateral to Debt
Ratio),





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	 	 	 	(paragraphs (a) to (f) above together the “Substitution Conditions”).

	 
	 	(g)	 	Where the Borrower wishes to substitute one or more New Vessels for one or
more Collateral Vessels, it shall give the Agent reasonable notice of such intention.







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SECTION 9




CHANGES TO PARTIES









	26	 	CHANGES TO THE LENDERS











	26.1	 	Assignments and transfers by the Lenders

	 
	 	 	Subject to this Clause 26 and to Clause 27 (Restriction on Debt Purchase Transactions), a
Lender (the “Existing Lender”) may:







	 	(a)	 	assign any of its rights; or

	 
	 	(b)	 	transfer by novation any of its rights and obligations,







	 	 	under any Finance Document to another bank or financial institution or to a trust, fund or
other entity which is regularly engaged in or established for the purpose of making,
purchasing or investing in loans, securities or other financial assets (the “New Lender”).











	26.2	 	Conditions of assignment or transfer







	 	(a)	 	The consent of the Borrower is required for an assignment or transfer by an
Existing Lender unless the assignment or transfer is:







	 	(i)	 	to another Lender or an Affiliate of a Lender; or

	 
	 	(ii)	 	made at a time when an Event of Default is continuing.







	 	(b)	 	The consent of the Borrower to an assignment must not be unreasonably
withheld or delayed. The Borrower shall be deemed to have given its consent 10
Business Days after the Existing Lender has requested it unless consent is expressly
refused by the Borrower within that time.

	 
	 	(c)	 	Notwithstanding Clause 26.2(b), the consent of the Borrower is deemed
withheld and shall not be deemed to be given to an Existing Lender that:







	 	(i)	 	requests an assignment or transfer to a New Lender that
would not be a Treaty Lender at the time such assignment or transfer would
become effective; or

	 
	 	(ii)	 	with its request of an assignment or transfer to a New
Lender, fails to provide the Borrower with such New Lender’s duly completed
forms prescribed by Clause 14.2(g) that are the basis for such New Lender
claiming the benefits of a Treaty.







	 	(d)	 	An assignment will only be effective on:







	 	(i)	 	receipt by the Agent (whether in the Assignment Agreement
or otherwise) of written confirmation from the New Lender (in form and
substance satisfactory to the Agent) that the New Lender will assume the
same obligations to the other Finance Parties and the other Secured Parties
as it would have been under if it was an Original Lender; and

	 
	 	(ii)	 	the performance by the Agent of all necessary “know your
customer” or other similar checks under all applicable laws and regulations
in relation





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	 	 	 	to such assignment to a New Lender, the completion of which the Agent
shall promptly notify to the Existing Lender and the New Lender.







	 	(e)	 	A transfer will only be effective if the procedure set out in Clause 26.5
(Procedure for transfer) is complied with.

	 
	 	(f)	 	If:







	 	(i)	 	a Lender assigns or transfers any of its rights or
obligations under the Finance Documents or changes its Facility Office; and

	 
	 	(ii)	 	as a result of circumstances existing at the date the
assignment, transfer or change occurs, an Obligor would be obliged to make a
payment to the New Lender or Lender acting through its new Facility Office
under Clause 15 (Increased Costs),







	 	 	 	then the New Lender or Lender acting through its new Facility Office is only
entitled to receive payment under that Clause to the same extent as the Existing
Lender or Lender acting through its previous Facility Office would have been if
the assignment, transfer or change had not occurred. This paragraph (f) shall
not apply in respect of an assignment or transfer made in the ordinary course of
the primary syndication of the Facilities.

	 
	 	(g)	 	Each New Lender, by executing the relevant Transfer Certificate or
Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has
authority to execute on its behalf any amendment or waiver that has been approved by
or on behalf of the requisite Lender or Lenders in accordance with this Agreement on
or prior to the date on which the transfer or assignment becomes effective in
accordance with this Agreement and that it is bound by that decision to the same
extent as the Existing Lender would have been had it remained a Lender.











	26.3	 	Assignment or transfer fee

	 
	 	 	Unless the Agent otherwise agrees and excluding an assignment or transfer to an Affiliate
of a Lender, the New Lender shall, on the date upon which an assignment or transfer takes
effect, pay to the Agent (for its own account) a fee of $1,000.











	26.4	 	Limitation of responsibility of Existing Lenders







	 	(a)	 	Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:







	 	(i)	 	the legality, validity, effectiveness, adequacy or
enforceability of the Finance Documents, the Transaction Security or any
other documents;

	 
	 	(ii)	 	the financial condition of any Obligor;

	 
	 	(iii)	 	the performance and observance by any Obligor or any
other member of the Group of its obligations under the Finance Documents or
any other documents; or

	 
	 	(iv)	 	the accuracy of any statements (whether written or oral)
made in or in connection with any Finance Document or any other document,







	 	 	 	and any representations or warranties implied by law are excluded.





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	 	(b)	 	Each New Lender confirms to the Existing Lender, the other Finance Parties
and the Secured Parties that it:







	 	(i)	 	has made (and shall continue to make) its own independent
investigation and assessment of the financial condition and affairs of each
Obligor and its related entities in connection with its participation in
this Agreement and has not relied exclusively on any information provided to
it by the Existing Lender or any other Finance Party in connection with any
Finance Document or the Transaction Security; and

	 
	 	(ii)	 	will continue to make its own independent appraisal of
the creditworthiness of each Obligor and its related entities whilst any
amount is or may be outstanding under the Finance Documents or any
Commitment is in force.







	 	(c)	 	Nothing in any Finance Document obliges an Existing Lender to:







	 	(i)	 	accept a re-transfer or re-assignment from a New Lender
of any of the rights and obligations assigned or transferred under this
Clause 26; or

	 
	 	(ii)	 	support any losses directly or indirectly incurred by the
New Lender by reason of the non-performance by any Obligor of its
obligations under the Finance Documents or otherwise.











	26.5	 	Procedure for transfer







	 	(a)	 	Subject to the conditions set out in Clause 26.2 (Conditions of assignment
or transfer) a transfer is effected in accordance with paragraph (c) below when the
Agent executes an otherwise duly completed Transfer Certificate delivered to it by
the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b)
below, as soon as reasonably practicable after receipt by it of a duly completed
Transfer Certificate appearing on its face to comply with the terms of this Agreement
and delivered in accordance with the terms of this Agreement, execute that Transfer
Certificate.

	 
	 	(b)	 	The Agent shall only be obliged to execute a Transfer Certificate delivered
to it by the Existing Lender and the New Lender once it is satisfied it has complied
with all necessary “know your customer” or similar checks under all applicable laws
and regulations in relation to the transfer to such New Lender.

	 
	 	(c)	 	Subject to Clause 26.9 (Pro rata interest settlement), on the Transfer
Date:







	 	(i)	 	to the extent that in the Transfer Certificate the
Existing Lender seeks to transfer by novation its rights and obligations
under the Finance Documents and in respect of the Transaction Security each
of the Obligors and the Existing Lender shall be released from further
obligations towards one another under the Finance Documents and in respect
of the Transaction Security and their respective rights against one another
under the Finance Documents and in respect of the Transaction Security shall
be cancelled (being the “Discharged Rights and Obligations”);

	 
	 	(ii)	 	each of the Obligors and the New Lender shall assume
obligations towards one another and/or acquire rights against one another
which differ from the Discharged Rights and Obligations only insofar as that





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	 	 	 	Obligor or other member of the Group and the New Lender have assumed
and/or acquired the same in place of that Obligor and the Existing
Lender;

	 
	 	(iii)	 	the Agent, the Arranger, the Security Agent, the New
Lender and the other Lenders shall acquire the same rights and assume the
same obligations between themselves and in respect of the Transaction
Security as they would have acquired and assumed had the New Lender been an
Original Lender with the rights, and/or obligations acquired or assumed by
it as a result of the transfer and to that extent the Agent, the Arranger,
the Security Agent and the Existing Lender shall each be released from
further obligations to each other under the Finance Documents; and

	 
	 	(iv)	 	the New Lender shall become a Party as a “Lender”.











	26.6	 	Procedure for assignment







	 	(a)	 	Subject to the conditions set out in Clause 26.2 (Conditions of assignment
or transfer) an assignment may be effected in accordance with paragraph (c) below
when the Agent executes an otherwise duly completed Assignment Agreement delivered to
it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph
(b) below, as soon as reasonably practicable after receipt by it of a duly completed
Assignment Agreement appearing on its face to comply with the terms of this Agreement
and delivered in accordance with the terms of this Agreement, execute that Assignment
Agreement.

	 
	 	(b)	 	The Agent shall only be obliged to execute an Assignment Agreement
delivered to it by the Existing Lender and the New Lender once it is satisfied it has
complied with all necessary “know your customer” or similar checks under all
applicable laws and regulations in relation to the assignment to such New Lender.

	 
	 	(c)	 	Subject to Clause 26.9 (Pro rata interest settlement), on the Transfer
Date:







	 	(i)	 	the Existing Lender will assign absolutely to the New
Lender its rights under the Finance Documents and in respect of the
Transaction Security expressed to be the subject of the assignment in the
Assignment Agreement;

	 
	 	(ii)	 	the Existing Lender will be released from the obligations
(the “Relevant Obligations”) expressed to be the subject of the release in
the Assignment Agreement (and any corresponding obligations by which it is
bound in respect of the Transaction Security); and

	 
	 	(iii)	 	the New Lender shall become a Party as a “Lender” and
will be bound by obligations equivalent to the Relevant Obligations.







	 	(d)	 	Lenders may utilise procedures other than those set out in this Clause 26.6
to assign their rights under the Finance Documents (but not, without the consent of
the relevant Obligor or unless in accordance with Clause 26.5 (Procedure for
transfer), to obtain a release by that Obligor from the obligations owed to that
Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender)
provided that they comply with the conditions set out in Clause 26.2 (Conditions of
assignment or transfer).





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	26.7	 	Copy of Transfer Certificate or Assignment Agreement to Parent

	 
	 	 	The Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer
Certificate or Assignment Agreement.











	26.8	 	Security over Lenders’ rights

	 
	 	 	In addition to the other rights provided to Lenders under this Clause 26, each Lender may
without consulting with or obtaining consent from any Obligor, at any time charge, assign
or otherwise create Security in or over (whether by way of collateral or otherwise) all or
any of its rights under any Finance Document to secure obligations of that Lender
including, without limitation:







	 	(a)	 	any charge, assignment or other Security to secure obligations to a federal
reserve or central bank; and

	 
	 	(b)	 	in the case of any Lender which is a fund, any charge, assignment or other
Security granted to any holders (or trustee or representatives of holders) of
obligations owed, or securities issued, by that Lender as security for those
obligations or securities,







	 	 	except that no such charge, assignment or Security shall:







	 	(i)	 	release a Lender from any of its obligations under the
Finance Documents or substitute the beneficiary of the relevant charge,
assignment or other Security for the Lender as a party to any of the Finance
Documents; or

	 
	 	(ii)	 	require any payments to be made by an Obligor or grant to
any person any more extensive rights than those required to be made or
granted to the relevant Lender under the Finance Documents.











	26.9	 	Pro rata interest settlement

	 
	 	 	If the Agent has notified the Lenders that it is able to distribute interest payments on a
“pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer
pursuant to Clause 26.5 (Procedure for transfer) or any assignment pursuant to Clause 26.6
(Procedure for assignment) the Transfer Date of which, in each case, is after the date of
such notification and is not on the last day of an Interest Period):







	 	(a)	 	any interest or fees in respect of the relevant participation which are
expressed to accrue by reference to the lapse of time shall continue to accrue in
favour of the Existing Lender up to but excluding the Transfer Date (“Accrued
Amounts”) and shall become due and payable to the Existing Lender (without further
interest accruing on them) on the last day of the current Interest Period (or, if the
Interest Period is longer than six Months, on the next of the dates which falls at
six Monthly intervals after the first day of that Interest Period); and

	 
	 	(b)	 	the rights assigned or transferred by the Existing Lender will not include
the right to the Accrued Amounts so that, for the avoidance of doubt:







	 	(i)	 	when the Accrued Amounts become payable, those Accrued
Amounts will be payable for the account of the Existing Lender; and





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	 	(ii)	 	the amount payable to the New Lender on that date will be
the amount which would, but for the application of this Clause 26.9, have
been payable to it on that date, but after deduction of the Accrued Amounts.











	27	 	RESTRICTION ON DEBT PURCHASE TRANSACTIONS











	27.1	 	Prohibition on Debt Purchase Transactions by the Group

	 
	 	 	The Parent shall not, and shall procure that each other member of the Group shall not,
enter into any Debt Purchase Transaction or beneficially own all or any part of the share
capital of a company that is a Lender or a party to a Debt Purchase Transaction of the
type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.











	28	 	CHANGES TO THE OBLIGORS











	28.1	 	Assignment and transfers by Obligors

	 
	 	 	No Obligor or any other member of the Group may assign any of its rights or transfer any
of its rights or obligations under the Finance Documents.











	28.2	 	Additional Guarantors







	 	(a)	 	Subject to compliance with the provisions of paragraphs (c) and (d) of
Clause 21.11 (“Know your customer” checks), the Parent may request that any of its
wholly owned Subsidiaries become a Guarantor.

	 
	 	(b)	 	The Parent may elect in its sole discretion to add a wholly owned member of
the Group as an Additional Guarantor in accordance with this Clause 28.2 (Additional
Guarantors). For the avoidance of doubt, in no event shall any direct or indirect
Foreign Subsidiary of the Parent or the Borrower be required to become an Additional
Guarantor.

	 
	 	(c)	 	A member of the Group shall become an Additional Guarantor if:







	 	(i)	 	the Parent and the proposed Additional Guarantor deliver
to the Agent a duly completed and executed Accession Deed; and

	 
	 	(ii)	 	the Agent has received such other documents and evidence
in relation to that Additional Guarantor as the Agent may specify, each in
form and substance satisfactory to the Agent.







	 	(d)	 	The Agent shall notify the Parent and the Lenders promptly upon being
satisfied that it has received (in form and substance satisfactory to it) all the
documents and other evidence required pursuant to this Clause 28.2 (Additional
Guarantors).











	28.3	 	Repetition of Representations

	 
	 	 	Delivery of an Accession Deed constitutes confirmation by the relevant Subsidiary that the
representations and warranties referred to in paragraph (e) of Clause 20.27 (Times when
representations made) are true and correct in relation to it as at the date of delivery as
if made by reference to the facts and circumstances then existing.





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	28.4	 	Reorganisation permitted

	 
	 	 	Nothing contained in this Agreement shall prohibit, and it shall not of itself constitute
a Default or an Event of Default under any provision of this Agreement, or under any other
of the Finance Documents, if the following transaction occurs: The Guarantor merges with
and into a wholly owned Subsidiary of the Guarantor which has not previously traded and
which has, immediately prior to such merger, neither assets nor liabilities in excess of
$25,000 in either case (such entity hereinafter referred to as “Newco”), and Newco, as the
survivor of such merger, changes its name to “GulfMark Offshore, Inc.”. The Guarantor,
upon the consummation of such merger, will provide to the Agent a legal opinion of
Richards Layton and Finger, in form reasonably satisfactory to the Agent in order to
ensure that the rights of the Finance Parties under the Finance Documents continue
unaffected by such merger to the same extent as existing prior to such merger, and such
other documents as the Agent may reasonably request to evidence the consummation of such
merger.






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SECTION 10




THE FINANCE PARTIES









	29	 	ROLE OF THE AGENT, THE ARRANGER AND OTHERS











	29.1	 	Appointment of the Agent







	 	(a)	 	Each of the Arranger and the Lenders appoints the Agent to act as its agent
under and in connection with the Finance Documents.

	 
	 	(b)	 	Each of the Arranger and the Lenders authorises the Agent to exercise the
rights, powers, authorities and discretions specifically given to the Agent under or
in connection with the Finance Documents together with any other incidental rights,
powers, authorities and discretions.











	29.2	 	Duties of the Agent







	 	(a)	 	Subject to paragraph (b) below, the Agent shall promptly forward to a Party
the original or a copy of any document which is delivered to the Agent for that Party
by any other Party.

	 
	 	(b)	 	Without prejudice to Clause 26.7 (Copy of Transfer Certificate or
Assignment Agreement to Parent), paragraph (a) above shall not apply to any Transfer
Certificate or any Assignment Agreement.

	 
	 	(c)	 	Except where a Finance Document specifically provides otherwise, the Agent
is not obliged to review or check the adequacy, accuracy or completeness of any
document it forwards to another Party.

	 
	 	(d)	 	If the Agent receives notice from a Party referring to this Agreement,
describing a Default and stating that the circumstance described is a Default, it
shall promptly notify the other Finance Parties.

	 
	 	(e)	 	If the Agent is aware of the non-payment of any principal, interest,
commitment fee or other fee payable to a Finance Party (other than the Agent, the
Arranger or the Security Agent) under this Agreement it shall promptly notify the
other Finance Parties.

	 
	 	(f)	 	To the extent there is more than one Lender, the Agent shall provide to the
Borrowers within 10 Business Days of a request by the Borrower (but no more
frequently than once per calendar month), a list (which may be in electronic form)
setting out the names of the Lenders as at that Business Day, their respective
Commitments, the address and fax number (and the department or officer, if any, for
whose attention any communication is to be made) of each Lender for any communication
to be made or document to be delivered under or in connection with the Finance
Documents, the electronic mail address and/or any other information required to
enable the sending and receipt of information by electronic mail or other electronic
means to and by each Lender to whom any communication under or in connection with the
Finance Documents may be made by that means and the account details of each Lender
for any payment to be distributed by the Agent to that Lender under the Finance
Documents.





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	 	(g)	 	The Agent’s duties under the Finance Documents are solely mechanical and
administrative in nature.











	29.3	 	Role of the Arranger

	 
	 	 	Except as specifically provided in the Finance Documents, the Arranger has no obligations
of any kind to any other Party under or in connection with any Finance Document.











	29.4	 	No fiduciary duties







	 	(a)	 	Nothing in this Agreement constitutes the Agent or the Arranger as a
trustee or fiduciary of any other person.

	 
	 	(b)	 	None of the Agent, the Security Agent or the Arranger shall be bound to
account to any Lender for any sum or the profit element of any sum received by it for
its own account.











	29.5	 	Business with the Group

	 
	 	 	The Agent, the Security Agent and the Arranger may accept deposits from, lend money to and
generally engage in any kind of banking or other business with any member of the Group.











	29.6	 	Rights and discretions







	 	(a)	 	The Agent may rely on:







	 	(i)	 	any representation, notice or believed by it to be
genuine, correct and appropriately authorised; and

	 
	 	(ii)	 	any statement made by a director, authorised signatory or
employee of any person regarding any matters which may reasonably be assumed
to be within his knowledge or within his power to verify.







	 	(b)	 	The Agent may assume (unless it has received notice to the contrary in its
capacity as agent for the Lenders) that:







	 	(i)	 	no Default has occurred (unless it has actual knowledge
of a Default arising under Clause 24.1 (Non-payment));

	 
	 	(ii)	 	any right, power, authority or discretion vested in any
Party or the Majority Lenders has not been exercised;

	 
	 	(iii)	 	any notice or request made by the Parent (other than a
Utilisation Request or Selection Notice) is made on behalf of and with the
consent and knowledge of all the Obligors; and







	 	(c)	 	The Agent may engage, pay for and rely on the advice or services of any
lawyers, accountants, surveyors or other experts.

	 
	 	(d)	 	The Agent may act in relation to the Finance Documents through its
personnel and agents.

	 
	 	(e)	 	The Agent may disclose to any other Party any information it reasonably
believes it has received as agent under this Agreement.





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	 	(f)	 	Notwithstanding any other provision of any Finance Document to the
contrary, none of the Agent or the Arranger is obliged to do or omit to do anything
if it would or might in its reasonable opinion constitute a breach of any law or
regulation or a breach of a fiduciary duty or duty of confidentiality.

	 
	 	(g)	 	The Agent is not obliged to disclose to any Finance Party any details of
the rate notified to the Agent by any Lender or the identity of any such Lender for
the purpose of paragraph (a)(ii) of Clause 12.2 (Market Disruption).











	29.7	 	Majority Lenders’ instructions







	 	(a)	 	Unless a contrary indication appears in a Finance Document, the Agent shall
(i) exercise any right, power, authority or discretion vested in it as Agent in
accordance with any instructions given to it by the Majority Lenders (or, if so
instructed by the Majority Lenders, refrain from exercising any right, power,
authority or discretion vested in it as Agent) and (ii) not be liable for any act (or
omission) if it acts (or refrains from taking any action) in accordance with an
instruction of the Majority Lenders.

	 
	 	(b)	 	Unless a contrary indication appears in a Finance Document, any
instructions given by the Majority Lenders will be binding on all the Finance Parties
other than the Security Agent.

	 
	 	(c)	 	The Agent may refrain from acting in accordance with the instructions of
the Majority Lenders (or, if appropriate, the Lenders) until it has received such
security as it may require for any cost, loss or liability (together with any
associated VAT) which it may incur in complying with the instructions.

	 
	 	(d)	 	In the absence of instructions from the Majority Lenders, (or, if
appropriate, the Lenders) the Agent may act (or refrain from taking action) as it
considers to be in the best interest of the Lenders.

	 
	 	(e)	 	The Agent is not authorised to act on behalf of a Lender (without first
obtaining that Lender’s consent) in any legal or arbitration proceedings relating to
any Finance Document. This paragraph (e) shall not apply to any legal or arbitration
proceeding relating to the perfection, preservation or protection of rights under the
Transaction Security Documents or enforcement of the Transaction Security or
Transaction Security Documents.











	29.8	 	Responsibility for documentation

	 
	 	 	Neither the Agent or the Arranger:







	 	(a)	 	is responsible for the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by the Agent, the Arranger, an Obligor
or any other person given in or in connection with any Finance Document or any
information memorandum or the Insurance Reports or the transactions contemplated in
the Finance Documents;

	 
	 	(b)	 	is responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document or the Transaction Security or any other
agreement, arrangement or document entered into, made or executed in anticipation of
or in connection with any Finance Document or the Transaction Security; or





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	 	(c)	 	is responsible for any determination as to whether any information provided
or to be provided to any Finance Party is non-public information the use of which may
be regulated or prohibited by applicable law or regulation relating to insider
dealing or otherwise.











	29.9	 	Exclusion of liability







	 	(a)	 	Without limiting paragraph (b) below (and without prejudice to the
provisions of paragraph (e) of Clause 33.11 (Disruption to Payment Systems etc.)),
the Agent will not be liable (including, without limitation, for negligence or any
other category of liability whatsoever) for any action taken by it under or in
connection with any Finance Document or the Transaction Security, unless directly
caused by its gross negligence or wilful misconduct.

	 
	 	(b)	 	No Party (other than the Agent) may take any proceedings against any
officer, employee or agent of the Agent in respect of any claim it might have against
the Agent or in respect of any act or omission of any kind by that officer, employee
or agent in relation to any Finance Document or any Finance Document and any officer,
employee or agent of the Agent may rely on this Clause subject to Clause 1.3 (Third
party rights) and the provisions of the Third Parties Act.

	 
	 	(c)	 	The Agent will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under the Finance Documents to be paid
by the Agent if the Agent has taken all necessary steps as soon as reasonably
practicable to comply with the regulations or operating procedures of any recognised
clearing or settlement system used by the Agent for that purpose.

	 
	 	(d)	 	Nothing in this Agreement shall oblige the Agent or the Arranger to carry
out any “know your customer” or other checks in relation to any person on behalf of
any Lender and each Lender confirms to the Agent and the Arranger that it is solely
responsible for any such checks it is required to carry out and that it may not rely
on any statement in relation to such checks made by the Agent or the Arranger.











	29.10	 	Lenders’ indemnity to the Agent

	 
	 	 	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to
their reduction to zero) indemnify the Agent, within three Business Days of demand,
against any cost, loss or liability (including, without limitation, for negligence or any
other category of liability whatsoever) incurred by the Agent (otherwise than by reason of
the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or
liability pursuant to Clause 33.11 (Disruption to Payment Systems etc.) notwithstanding
the Agent’s negligence, gross negligence or any other category of liability whatsoever but
not including any claim based on the fraud of the Agent in acting as Agent under the
Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a
Finance Document).











	29.11	 	Resignation of the Agent







	 	(a)	 	The Agent may resign and appoint one of its Affiliates acting through an
office in the United Kingdom as successor by giving notice to the Lenders and the
Parent.

	 
	 	(b)	 	Alternatively the Agent may resign by giving 30 days notice to the Lenders
and the Parent, in which case the Majority Lenders (after consultation with the
Parent) may appoint a successor Agent.





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	 	(c)	 	If the Majority Lenders have not appointed a successor Agent in accordance
with paragraph (b) above within 20 days after notice of resignation was given, the
retiring Agent (after consultation with the Parent) may appoint a successor Agent
(acting through an office in the United Kingdom).

	 
	 	(d)	 	If the Agent wishes to resign because (acting reasonably) it has concluded
that it is no longer appropriate for it to remain as agent and the Agent is entitled
to appoint a successor Agent under paragraph (c) above, the Agent may (if it
concludes (acting reasonably) that it is necessary to do so in order to persuade the
proposed successor Agent to become a party to this Agreement as Agent) agree with the
proposed successor Agent amendments to this Clause 29 and any other term of this
Agreement dealing with the rights or obligations of the Agent (other than matters
pertaining to compensation of the Agent by the Borrower) consistent with then current
market practice for the appointment and protection of corporate trustees and those
amendments will bind the Parties.

	 
	 	(e)	 	The retiring Agent shall, at its own cost, make available to the successor
Agent such documents and records and provide such assistance as the successor Agent
may reasonably request for the purposes of performing its functions as Agent under
the Finance Documents.

	 
	 	(f)	 	The Agent’s resignation notice shall only take effect upon the appointment
of a successor.

	 
	 	(g)	 	Upon the appointment of a successor, the retiring Agent shall be discharged
from any further obligation in respect of the Finance Documents but shall remain
entitled to the benefit of this Clause 29. Any successor and each of the other
Parties shall have the same rights and obligations amongst themselves as they would
have had if such successor had been an original Party.











	29.12	 	Replacement of the Agent







	 	(a)	 	After consultation with the Borrower, the Majority Lenders may, by giving
30 days’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by
giving any shorter notice determined by the Majority Lenders) replace the Agent by
appointing a successor Agent (acting through an office in the United Kingdom).

	 
	 	(b)	 	The retiring Agent shall (at its own cost if it is an Impaired Agent and
otherwise at the expense of the Lenders) make available to the successor Agent such
documents and records and provide such assistance as the successor Agent may
reasonably request for the purposes of performing its functions as Agent under the
Finance Documents.

	 
	 	(c)	 	The appointment of the successor Agent shall take effect on the date
specified in the notice from the Majority Lenders to the retiring Agent. As from this
date, the retiring Agent shall be discharged from any further obligation in respect
of the Finance Documents but shall remain entitled to the benefit of this Clause 29
(and any agency fees for the account of the retiring Agent shall cease to accrue from
(and shall be payable on) that date).

	 
	 	(d)	 	Any successor Agent and each of the other Parties shall have the same
rights and obligations amongst themselves as they would have had if such successor
had been an original Party.





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	29.13	 	Confidentiality







	 	(a)	 	In acting as agent for the Finance Parties, the Agent shall be regarded as
acting through its agency division which shall be treated as a separate entity from
any other of its divisions or departments.

	 
	 	(b)	 	If information is received by another division or department of the Agent,
it may be treated as confidential to that division or department and the Agent shall
not be deemed to have notice of it.

	 
	 	(c)	 	Notwithstanding any other provision of any Finance Document to the
contrary, neither the Agent nor the Arranger is obliged to disclose to any other
person (i) any confidential information or (ii) any other information if the
disclosure would or might in its reasonable opinion constitute a breach of any law or
a breach of a fiduciary duty.











	29.14	 	Relationship with the Lenders







	 	(a)	 	Subject to Clause 26.9 (Pro rata interest settlement), the Agent may treat
the person shown in its records as Lender at the opening of business (in the place of
the Agent’s principal office as notified to the Finance Parties from time to time) as
the Lender acting through its Facility Office:







	 	(i)	 	entitled to or liable for any payment due under any
Finance Document on that day; and

	 
	 	(ii)	 	entitled to receive and act upon any notice, request,
document or communication or make any decision or determination under any
Finance Document made or delivered on that day,







	 	 	 	unless it has received not less than five Business Days’ prior notice from that
Lender to the contrary in accordance with the terms of this Agreement.

	 
	 	(b)	 	Each Lender shall supply the Agent with any information required by the
Agent in order to calculate the Mandatory Cost in accordance with Schedule 4
(Mandatory Cost formula).

	 
	 	(c)	 	Each Lender shall supply the Agent with any information that the Security
Agent may reasonably specify (through the Agent) as being necessary or desirable to
enable the Security Agent to perform its functions as Security Agent. Each Lender
shall deal with the Security Agent exclusively through the Agent and shall not deal
directly with the Security Agent.

	 
	 	(d)	 	Any Lender may by notice to the Agent appoint a person to receive on its
behalf all notices, communications, information and documents to be made or
despatched to that Lender under the Finance Documents. Such notice shall contain the
address, fax number and (where communication by electronic mail or other electronic
means is permitted under Clause 35.6 (Electronic communication)) electronic mail
address and/or any other information required to enable the sending and receipt of
information by that means (and, in each case, the department or officer, if any, for
whose attention communication is to be made) and be treated as a notification of a
substitute address, fax number, electronic mail address, department and officer by
that Lender for the purposes of Clause 35.2 (Addresses) and paragraph (a)(ii) of
Clause 35.6 (Electronic communication) and the Agent shall be entitled to treat such
person as the person entitled to receive all such





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	 	 	 	notices, communications, information and documents as though that person were that Lender.











	29.15	 	Credit appraisal by the Lenders

	 
	 	 	Without affecting the responsibility of any Obligor for information supplied by it or on
its behalf in connection with any Finance Document, each Lender confirms to the Agent and
the Arranger that it has been, and will continue to be, solely responsible for making its
own independent appraisal and investigation of all risks arising under or in connection
with any Finance Document including but not limited to:







	 	(a)	 	the financial condition, status and nature of each member of the Group;

	 
	 	(b)	 	the legality, validity, effectiveness, adequacy or enforceability of any
Finance Document and the Transaction Security and any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection
with any Finance Document or the Transaction Security;

	 
	 	(c)	 	whether that Secured Party has recourse, and the nature and extent of that
recourse, against any Party or any of its respective assets under or in connection
with any Finance Document, the Transaction Security, the transactions contemplated by
the Finance Documents or any other agreement, arrangement or document entered into,
made or executed in anticipation of, under or in connection with any Finance
Document;

	 
	 	(d)	 	the adequacy, accuracy and/or completeness of the information memorandum,
the Insurance Reports and any other information provided by the Agent, any Party or
by any other person under or in connection with any Finance Document, the
transactions contemplated by the Finance Documents or any other agreement,
arrangement or document entered into, made or executed in anticipation of, under or
in connection with any Finance Document; and

	 
	 	(e)	 	the right or title of any person in or to, or the value or sufficiency of
any part of the Charged Property, the priority of any of the Transaction Security or
the existence of any Security affecting the Charged Property.











	29.16	 	Reference Banks

	 
	 	 	If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Parent)
appoint another Lender or an Affiliate of a Lender to replace that Reference.











	29.17	 	Agent’s management time

	 
	 	 	Any amount payable to the Agent under Clause 16.3 (Indemnity to the Agent), Clause 18
(Costs and expenses) and Clause 29.10 (Lenders’ indemnity to the Agent) shall include the
cost of utilising the Agent’s management time or other resources and will be calculated on
the basis of such reasonable daily or hourly rates as the Agent may notify to the Parent
and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause
13 (Fees).











	29.18	 	Deduction from amounts payable by the Agent

	 
	 	 	If any Party owes an amount to the Agent under the Finance Documents the Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from any





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	 	 	payment to that Party which the Agent would otherwise be obliged to make under the Finance
Documents and apply the amount deducted in or towards satisfaction of the amount owed.
For the purposes of the Finance Documents that Party shall be regarded as having received
any amount so deducted.











	29.19	 	Reliance and engagement letters

	 
	 	 	Each Finance Party and Secured Party confirms that each of the Arranger and the Agent has
authority to accept on its behalf (and ratifies the acceptance on its behalf of any
letters or reports already accepted by the Arranger or Agent) the terms of any reliance
letter or engagement letters relating to the Insurance Reports or any reports or letters
provided by accountants in connection with the Finance Documents or the transactions
contemplated in the Finance Documents and to bind it in respect of those Insurance
Reports, reports or letters and to sign such letters on its behalf and further confirms
that it accepts the terms and qualifications set out in such letters.











	30	 	THE SECURITY AGENT











	30.1	 	Appointment of the Security Agent







	 	(a)	 	Each other Secured Party:







	 	(i)	 	appoints the Security Agent to act as its agent and
trustee under and in connection with the Finance Documents; and

	 
	 	(ii)	 	irrevocably authorises the Security Agent (by itself or
by such persons as it may nominate) on its behalf to:







	 	(A)	 	enter into each Finance Document to
which it is a party;

	 
	 	(B)	 	exercise the rights, powers,
authorities and discretions specifically given to the Security
Agent under or in connection with the Finance Documents together
with any other incidental rights, powers, authorities and
discretions necessary to give effect to the trusts hereby created;
and

	 
	 	(C)	 	enforce any Transaction Security
granted by the Transaction Security Documents as trustee (or as
otherwise provided) on its behalf, subject always to the terms of
the Finance Documents.







	 	(b)	 	The powers conferred upon the Security Agent by the Finance Documents shall
be in addition to any powers which may from time to time be vested in trustees by the
general law.

	 
	 	(c)	 	If there is any conflict between the provisions of this Agreement and any
Transaction Security Documents with regard to instructions to, or the matters
affecting, the Security Agent, this Agreement will prevail.

	 
	 	(d)	 	The Security Agent shall hold all liens and security interests granted by
an Obligor under the Finance Documents as agent and trustee for, and on behalf of,
the Secured Parties.





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	30.2	 	Trust







	 	(a)	 	The Security Agent shall hold the benefits of the Finance Documents, and
all liens and security interests granted thereunder, in its capacity as Security
Agent on trust for (to the extent such benefits are capable of being secured in their
favour), and on behalf of, the Secured Parties.

	 
	 	(b)	 	Save as expressly specified in any Finance Document (other than any Hedging
Agreement), the Security Agent:







	 	(i)	 	shall not be liable to any Party for any breach by any
other Party of any Finance Document;

	 
	 	(ii)	 	shall have only those duties which are expressly
specified in the Finance Documents;

	 
	 	(iii)	 	will apply all payments and other benefits received by
it under the Finance Documents pari passu between the Secured Parties; and

	 
	 	(iv)	 	shall exercise its rights, powers and duties under the
Finance Documents for the benefit of the Secured Parties.







	 	(c)	 	Section 1 of the Trustee Act 2000 shall not apply to any function of the
Security Agent under or in connection with the Finance Documents provided that
nothing in this Agreement shall exempt the Security Agent from any liability for
gross negligence or wilful misconduct.

	 
	 	(d)	 	The perpetuity period for the security trust established in relation to the
Finance Documents shall be eighty years from the date of this Agreement.











	30.3	 	Duties of the Security Agent







	 	(a)	 	Subject to Clause 30.3(b), the Security Agent shall promptly forward to a
Party the original or a copy of any document which is delivered to the Security Agent
for that Party by any other Party.

	 
	 	(b)	 	Clause 30.3(a) shall not apply to any Transfer Certificate or Assignment
Agreement.

	 
	 	(c)	 	Except where a Finance Document specifically provides otherwise, the
Security Agent is not obliged to review or check the adequacy, accuracy or
completeness of any document it forwards to another Party.

	 
	 	(d)	 	If the Security Agent receives notice from a Party referring to any Finance
Document (i) describing the occurrence of any default (howsoever described) under
that Finance Document and (ii) stating that the circumstance described is a default
(howsoever described) under that Finance Document, it shall promptly notify the other
Secured Parties.

	 
	 	(e)	 	If the Security Agent is aware of the non-payment of any principal,
interest, commitment fee or other fee payable to a Secured Party (other than the
Security Agent or the Agent) under the Finance Documents it shall promptly notify the
other Secured Parties.





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	 	(f)	 	Save as set out in Clause 30.2(a), the Security Agent’s duties under the
Finance Documents are of a mechanical and administrative nature. Nothing in the
Finance Documents shall constitute a partnership between any Party and the Security
Agent.

	 
	 	(g)	 	The Security Agent has no duty (in the absence of a specific provision in
any Finance Document) to provide any Party with any credit or other information
relating to the business, assets or financial condition of any Obligor or any other
person whenever coming into its possession.











	30.4	 	No need to account for own profits

	 
	 	 	The Security Agent shall not be bound to account to any Secured Party for any sum or the
profit element of any sum received by it for its own account.











	30.5	 	Business with the Group

	 
	 	 	The Security Agent may accept deposits from, lend money to and generally engage in any
kind of banking or other business with any Obligor or any other member of the Group.











	30.6	 	Rights and discretions of the Security Agent







	 	(a)	 	The Security Agent may rely on:







	 	(i)	 	any representation, notice or document believed by it to
be genuine, correct and appropriately authorised; and

	 
	 	(ii)	 	any statement made by a director, authorised signatory or
employee of any person regarding any matters which may reasonably be assumed
to be within his knowledge or within his power to verify.







	 	(b)	 	The Security Agent may assume (unless it has received notice to the
contrary in its capacity as Security Agent) that:







	 	(i)	 	no default (howsoever described) under any Finance
Document has occurred (unless it has actual knowledge of (i) any such
Default arising under Clause 24.1 (Non-payment) or (ii) any such default
arising under any other Finance Document by reason of any failure to make
any payments when due);

	 
	 	(ii)	 	any right, power, authority or discretion vested in any
Party or any group of Parties (such as the Majority Lenders) has not been
exercised; and

	 
	 	(iii)	 	any notice or request made by any of the Obligors is
made on behalf of and with the consent and knowledge of all the Obligors.







	 	(c)	 	The Security Agent may engage, pay for and rely on the advice or services
of any lawyers, accountants, surveyors or other experts.

	 
	 	(d)	 	The Security Agent may act in relation to the Finance Documents through its
personnel and agents.

	 
	 	(e)	 	The Security Agent may disclose to any other Party any information it
reasonably believes it has received in its capacity as such under the Finance
Documents.





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	 	(f)	 	Notwithstanding any other provision of any Finance Document to the
contrary, the Security Agent is not obliged to do or omit to do anything if it would,
or might in its reasonable opinion, constitute a breach of any law or regulation or a
breach of a fiduciary duty or duty of confidentiality.











	30.7	 	Instructions







	 	(a)	 	For the purposes of this Clause 30 (The Security Agent), “relevant
instructing quorum” means:







	 	(i)	 	the Majority Lenders; or

	 
	 	(ii)	 	any other quorum of Secured Parties that is expressly
entitled to instruct the Security Agent or on whose instructions the
Security Agent is expressly obliged under this Agreement to act.







	 	(b)	 	Unless a contrary indication appears in a Finance Document (other than any
Hedging Agreement), the Security Agent shall (a) exercise any right, power, authority
or discretion vested in it in its capacity as Security Agent in accordance with any
instructions given to it by the relevant instructing quorum (or, if so instructed by
the relevant instructing quorum, refrain from exercising any right, power, authority
or discretion vested in it) and (b) not be liable for any act (or omission) if it
acts (or refrains from taking any action) in accordance with an instruction of the
relevant instructing quorum. This Clause 30.7(b) shall not require the Security
Agent to act in accordance with the instructions of the relevant instructing quorum
or any person in respect of those powers, authorities and discretions granted to the
Security Agent pursuant to Clauses 30.6(f) (Rights and discretions of the Security
Agent), 30.12 (Confidentiality), 30.16 (Additional trustees), 30.21(a), 30.21(c) and
30.21(d) (Security Agent’s functions).

	 
	 	(c)	 	Unless a contrary indication appears in a Finance Document, any
instructions given by a relevant instructing quorum to the Security Agent will be
binding on all the Secured Parties.

	 
	 	(d)	 	The Security Agent may refrain from acting in accordance with the
instructions of any relevant instructing quorum until it has received such security
as it may require for any cost, loss or liability (together with any associated VAT)
which it may incur in complying with the instructions.

	 
	 	(e)	 	In the absence of instructions from any relevant instructing quorum, the
Security Agent may act (or refrain from taking action) as it considers to be in the
best interests of the Secured Parties.

	 
	 	(f)	 	The Security Agent is not authorised to act on behalf of a Secured Party
(without first obtaining that Secured Party’s consent) in any legal or arbitration
proceedings relating to any Finance Document.











	30.8	 	Responsibility for documentation

	 
	 	 	The Security Agent is not liable or responsible for:







	 	(a)	 	the adequacy, accuracy and/or completeness of any information (whether oral
or written) supplied by it, an Obligor or any other person given in or in connection
with any Finance Document or the transactions contemplated in the Finance Documents;





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	 	(b)	 	the legality, validity, effectiveness, adequacy or enforceability of any
Finance Document or any other agreement, arrangement or document entered into, made
or executed in anticipation of or in connection with any Finance Document;

	 
	 	(c)	 	any determination as to whether any information provided or to be provided
to any Secured Party is non-public information the use of which may be regulated or
prohibited by applicable law or regulation relating to insider dealing or otherwise;

	 
	 	(d)	 	any failure to give notice to any third party or to register, file or
record (or any defect in such registration, filing or recording) any Transaction
Security created pursuant to any Transaction Security Document, or effect, procure
the registration of or otherwise protect or perfect any Transaction Security created
by or pursuant to the Transaction Security Documents under any applicable laws or
regulations in any jurisdiction;

	 
	 	(e)	 	the obtaining of any Authorisation for the creation of any such Security;
or

	 
	 	(f)	 	any failure, omission, or defect in perfecting or protecting the
Transaction Security constituted by the Transaction Security Documents in any
jurisdiction.











	30.9	 	Exclusion of liability







	 	(a)	 	Without limiting Clause 30.9(b), the Security Agent will not be liable
(including for negligence or any other category of liability whatsoever) for any
action taken by it under or in connection with any Finance Document, unless directly
caused by its gross negligence or wilful misconduct.

	 
	 	(b)	 	No Party (other than the Security Agent) may take any proceedings against
any officer, employee or agent of the Security Agent in respect of any claim it might
have against the Security Agent or in respect of any act or omission of any kind by
that officer, employee or agent in relation to any Finance Document; and any officer,
employee or agent of the Security Agent may rely on this Clause 30 (The Security
Agent) subject to Clause 1.3 (Third party rights) and the provisions of the Third
Parties Act.

	 
	 	(c)	 	The Security Agent will not be liable for any delay (or any related
consequences) in crediting an account with an amount required under the Finance
Documents to be paid by the Security Agent if it has taken all necessary steps as
soon as reasonably practicable to comply with the regulations or operating procedures
of any recognised clearing or settlement system used by it for that purpose.

	 
	 	(d)	 	Nothing in this Agreement shall oblige the Security Agent to carry out any
“know your customer” or other checks in relation to any person on behalf of any
Secured Party; and each Secured Party confirms to the Security Agent that it is
solely responsible for any such checks that it is required to carry out and that it
may not rely on any statement in relation to such checks made by the Security Agent.











	30.10	 	Indemnity







	 	(a)	 	For the benefit of the Security Agent, nothing in this Clause 30 (The
Security Agent) shall prejudice any right of indemnity by law given to trustees.

	 
	 	(b)	 	Each Obligor agrees to indemnify, on demand, the Security Agent and any
receiver, attorney, Insolvency Officer, agent or other person appointed by the
Security Agent in accordance with the Finance Documents for any and all claims,





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	 	 	 	liabilities, costs, fees, charges, losses and expenses which may be incurred by or
asserted against the Security Agent or any such person in any way relating to or
arising out of:







	 	(i)	 	its execution or purported execution of any of its
trusts, powers, authorities and/or discretions under the Finance Documents;

	 
	 	(ii)	 	the performance of its duties and functions in such
capacity; or

	 
	 	(iii)	 	any action taken or omitted by the Security Agent or any
such person under the Finance Documents except to the extent arising
directly from the Security Agent’s or any such person’s gross negligence or
wilful misconduct; or

	 
	 	(iv)	 	any proceedings instituted by or against the Security
Agent as a consequence of taking or holding the Transaction Security created
pursuant to the Transaction Security Documents or exercising its rights
thereunder.







	 	 	 	provided however, that the Security Agent shall not be indemnified hereunder for
any claims, liabilities, costs, fees, charges, losses and expenses which may be
incurred by or asserted against the Security Agent arising from the gross
negligence or wilful misconduct of the Security Agent.

	 
	 	(c)	 	The Security Agent may indemnify itself and each other person referred to
in Clause 30.10(b) out of the assets over which Transaction Security is granted
pursuant to the Transaction Security Documents against all such claims, liabilities,
costs, fees, charges, losses and expenses referred to in Clause 30.10(b).

	 
	 	(d)	 	Without prejudice to Clause 30.10(b), each Secured Party shall (in
proportion to its share of all of the Secured Debt) within three Business Days of
demand, indemnify the Security Agent against any cost, loss or liability including,
without limitation, for negligence or any other category of liability whatsoever
incurred by the Security Agent (otherwise than by reason of the Security Agent’s
gross negligence or wilful misconduct) in acting in its capacity as Security Agent
under or in connection with the Finance Documents (unless the Security Agent has been
reimbursed for the same by any Obligor pursuant to a Finance Document).

	 
	 	(e)	 	The Obligors shall forthwith on demand reimburse each Secured Party for any
payments made by it under Clause 30.10(d).











	30.11	 	Resignation of Security Agent







	 	(a)	 	The Security Agent may resign at any time and appoint one of its Affiliates
acting through an office in the United Kingdom as its successor by giving notice to
the other Secured Parties and the Borrower.

	 
	 	(b)	 	Alternatively, the Security Agent may resign by giving notice to the other
Secured Parties and the Borrower, in which case the Majority Lenders (after
consultation with the Borrower) may appoint a successor Security Agent (acting
through an office in the United Kingdom).

	 
	 	(c)	 	If the Majority Lenders has not appointed a successor Security Agent in
accordance with Clause 30.11(b) within 30 days after notice of resignation was given,
the incumbent Security Agent (after consultation with the Borrower and the





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	 	 	 	Majority Lenders) may appoint a successor Security Agent (acting through an office in the
United Kingdom).

	 
	 	(d)	 	After consultation with the Borrower, the Majority Lenders may by giving 30
days notice to the Security Agent (or, at any time the Security Agent is an Impaired
Agent, by giving any shorter notice determined by the Majority Lenders) replace the
Security Agent by appointing a successor Security Agent (acting through an office in
the United Kingdom).

	 
	 	(e)	 	The retiring Security Agent shall, at its own cost, make available to the
successor Security Agent such documents and records and provide such assistance as
the successor Security Agent may reasonably request for the purposes of performing
its functions as Security Agent under the Finance Documents.

	 
	 	(f)	 	The resignation (or, as the case may be, the replacement) of the retiring
Security Agent and the appointment of any successor Security Agent shall only take
effect upon:







	 	(i)	 	the successor Security Agent notifying all the Secured
Parties and the Borrower that it accepts such appointment;

	 
	 	(ii)	 	the successor Security Agent, the retiring Security Agent
and/or the Obligors completing all such steps as may reasonably be required
by the Majority Lenders in order to (i) ensure that the successor Security
Agent accedes, and becomes a party, to all relevant Finance Documents in its
capacity as Security Agent and that all of the Finance Documents will
provide for enforceable Security in favour of the successor Security Agent
and the Secured Parties and (ii) facilitate the change in identity of the
Security Agent; and

	 
	 	(iii)	 	(if the Majority Lenders, acting reasonably, requires
the provision of such advice) receipt by the Facility Agent of advice
acceptable to the Majority Lenders (acting reasonably) to the effect that
all of the Transaction Security Documents provide for enforceable Security
in favour of the successor Security Agent and the Secured Parties.







	 	(g)	 	Upon the appointment of a successor, the retiring Security Agent shall be
discharged from any further obligation in respect of the Finance Documents but shall
remain entitled to the benefit of this Clause 30 (The Security Agent). Its successor
and each of the other Parties shall have the same rights and obligations amongst
themselves as they would have had if such successor had been an original Party.

	 
	 	(h)	 	The Parties shall take such action as the retiring Security Agent, the
successor Security Agent, the Facility Agent or the Majority Lenders may consider
necessary in order that the Transaction Security Documents shall provide for
perfected and enforceable Security in favour of any successor Security Agent and the
Secured Parties.











	30.12	 	Confidentiality







	 	(a)	 	In acting under the Finance Documents, the relevant division or department
through which the Security Agent acts shall be treated as a separate entity from any
other of its divisions or departments.







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	 	(b)	 	If information is received by another division or department of the
Security Agent, it may be treated as confidential to that division or department and
the Security Agent shall not be deemed to have notice of it.











	30.13	 	Relationship with the Lenders

	 
	 	 	The Security Agent may treat the person shown in its records as Lender at the opening of
business (in the place of the Security Agent’s principal office as notified to the Secured
Parties from time to time) as the Lender acting through its Facility Office:







	 	(a)	 	entitled to or liable for any payment due under any Finance Document on
that day; and

	 
	 	(b)	 	entitled to receive and act upon any notice, request, document or
communication or make any decision or determination under any Finance Document made
or delivered on that day,







	 	 	unless it has received not less than five Business Days’ prior notice from that Lender to
the contrary in accordance with the terms of this Agreement.











	30.14	 	Credit appraisal by the Secured Parties

	 
	 	 	Without affecting the responsibility of any Obligor for information supplied by it or on
its behalf in connection with any Finance Document, each Secured Party confirms to the
Security Agent that it has been, and will continue to be, solely responsible for making
its own independent appraisal and investigation of all risks arising under or in
connection with any Finance Document including:







	 	(a)	 	the financial condition, status and nature of each Obligor and each other
member of the Group;

	 
	 	(b)	 	the legality, validity, effectiveness, adequacy or enforceability of any
Finance Document and any other agreement, arrangement or document entered into, made
or executed in anticipation of, under or in connection with any Finance Document;

	 
	 	(c)	 	whether that Secured Party has recourse, and the nature and extent of that
recourse, against any Party or any of its respective assets under or in connection
with any Finance Document, the transactions contemplated by the Finance Documents or
any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document; and

	 
	 	(d)	 	the adequacy, accuracy and/or completeness of any other information
provided by the Security Agent, any other Party or by any other person under or in
connection with any Finance Document, the transactions contemplated by the Finance
Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document.











	30.15	 	Deduction from amounts payable by the Security Agent

	 
	 	 	If any Party owes an amount to the Security Agent under the Finance Documents the Security
Agent may, after giving notice to that Party, deduct an amount not exceeding that amount
from any payment to that Party which the Security Agent would otherwise be obliged to make
under the Finance Documents and apply the amount deducted in or towards
satisfaction of the amount owed. For the purposes of the Finance Documents that Party
shall be regarded as having received any amount so deducted.





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	30.16	 	Additional trustees







	 	(a)	 	The Security Agent may, upon giving prior notice to the other Secured
Parties, appoint any person established or resident in any jurisdiction (whether a
trust corporation or not) to act either as a separate trustee or as a co-trustee
jointly with the Security Agent if the Security Agent considers such appointment to
be in the interests of the Secured Parties.

	 
	 	(b)	 	Any such additional trustee shall have such trusts, powers, obligations,
authorities and discretions (not exceeding those conferred on the Security Agent by
the Finance Documents) and remuneration as shall be conferred or imposed by the
instrument of appointment. The Security Agent shall have power in like manner to
remove any such person. The Obligors shall indemnify such additional trustee as
though it were the Security Agent in accordance with Clause 30.10 (Indemnity). The
Security Agent shall not be under any obligation to supervise the proceedings or acts
of any such delegate or sub-delegate or be in any way responsible for any liability
incurred by reason of any misconduct or default on the part of any such delegate or
sub-delegate.











	30.17	 	Title

	 
	 	 	The Security Agent may accept without enquiry such title as any Obligor or other person
may have to the assets over which Transaction Security is intended to be created by any
Transaction Security Document.











	30.18	 	Investments

	 
	 	 	All moneys which are received by the Security Agent in its capacity as trustee or
otherwise may be invested in the name, or under the control, of the Security Agent in any
investment for the time being authorised by law for the investment by trustees of trust
money or in any other investments which may be selected by the Security Agent.
Additionally, the same may be placed on deposit in the name, or under the control, of the
Security Agent at such bank or institution (including the Security Agent) and upon such
terms as the Security Agent may think fit.











	30.19	 	Tax

	 
	 	 	The Security Agent shall have no responsibility whatsoever to any Secured Party as regards
any deficiency which might arise because the Security Agent is subject to any Tax or
withholding from any payment made by it under the Finance Documents.











	30.20	 	Insolvency Officer’s indemnity

	 
	 	 	In no circumstances shall the Security Agent itself be obliged to give an indemnity to any
receiver or other Insolvency Officer who requires an indemnity as a condition of
appointment.











	30.21	 	Security Agent’s functions







	 	(a)	 	The Security Agent shall:







	 	(i)	 	not be under any obligation to hold any title deeds,
Finance Documents or any other documents in connection with the assets
charged by any Transaction Security Document in its own possession or to
take any steps to protect or preserve the same (and the Security Agent may
permit the 





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	 	 	 	Obligors to retain any title deeds and other documents if it
considers such course of action to be appropriate);







	 	(ii)	 	without prejudice to Clause 30.21(a)(i), be at liberty to
hold the Finance Documents and any other documents relating thereto or to
deposit them in any part of the world with any bank or company whose
business includes undertaking the safe custody of documents or firm of
lawyers considered by the Security Agent to be of good repute and the
Security Agent shall not be responsible for, or be required to insure
against, any liability incurred in connection with any such holding or
deposit and may pay all sums required to be paid on account, or in respect,
of any such deposit; and

	 
	 	(iii)	 	not be bound to give notice to any person of the
execution of any documents comprised or referred to in the Finance Documents
or to take any steps to ascertain whether any default under any Finance
Document has happened or whether any right, power, discretion or remedy has
or may become exercisable by the Security Agent and the Security Agent shall
(save as provided in Clause 30.6(b)(i) (Rights and discretions of the
Security Agent)) be entitled to assume that no such default has happened and
that each Party is observing and performing all its obligations under any
Finance Document and that no such right, power, discretion or remedy has or
may become exercisable.







	 	(b)	 	Any consent or approval given by the Security Agent for the purposes of the
Finance Documents may be given on such terms and subject to such conditions (if any)
as the Security Agent thinks fit.

	 
	 	(c)	 	Any trustee of any Transaction Security Document being a lawyer,
accountant, broker or other person engaged in any profession or business shall be
entitled to charge and be paid all usual professional and other charges for business
transacted and acts done by him or his firm in connection with the trusts of the
Transaction Security Documents and also his reasonable charges in addition to
disbursements for all other work and business done and all time spent by him or his
firm in connection with matters arising in connection with his trusteeship.

	 
	 	(d)	 	The Security Agent may, in the conduct of the trusts, instead of acting
personally, employ and pay an agent (whether being a lawyer or other professional
person) to transact or conduct, or concur in transacting or conducting, any business
and to do, or concur in doing, all acts required to be done in connection with the
Finance Documents. The Security Agent shall not be in any way responsible for any
liability incurred by reason of any misconduct or default on the part of any such
agent or be bound to supervise the proceedings or acts of any such agent.











	30.22	 	Enforcement

	 
	 	 	The Secured Parties shall not have any independent power to enforce any of the Transaction
Security Documents or to exercise any rights, discretions or powers to grant any consents
or releases under or pursuant to the Transaction Security Documents or otherwise have
direct recourse to the Security constituted by any of the Transaction Security Documents
except through the Security Agent.





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	30.23	 	Release of Security

	 
	 	 	The Security Agent may (without the prior consent of any other Secured Party) release any
Security over any asset that is the subject of any Transaction Security Document if:







	 	(a)	 	the Security Agent is obliged to release such Security under the terms of
such Transaction Security Document;

	 
	 	(b)	 	that asset is disposed of in compliance with the Finance Documents; or

	 
	 	(c)	 	that asset is disposed of by any receiver or other Insolvency Officer in
accordance with the powers granted under the Transaction Security Documents.











	30.24	 	Copy documents

	 
	 	 	Each Obligor and each Secured Party that is a party to any Finance Document shall promptly
on request by the Security Agent made on or after a Default has occurred provide the
Security Agent with a copy of such Finance Document.











	31	 	CONDUCT OF BUSINESS BY THE FINANCE PARTIES

	 
	 	 	No provision of this Agreement will:







	 	(a)	 	interfere with the right of any Finance Party to arrange its affairs (tax
or otherwise) in whatever manner it thinks fit;

	 
	 	(b)	 	oblige any Finance Party to investigate or claim any credit, relief,
remission or repayment available to it or the extent, order and manner of any claim;
or

	 
	 	(c)	 	oblige any Finance Party to disclose any information relating to its
affairs (tax or otherwise) or any computations in respect of Tax.











	32	 	SHARING AMONG THE FINANCE PARTIES











	32.1	 	Payments to Finance Parties

	 
	 	 	If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an
Obligor other than in accordance with Clause 33 (Payment mechanics) (a “Recovered Amount”)
and applies that amount to a payment due under the Finance Documents then:







	(a)	 	the Recovering Finance Party shall, within three Business Days, notify
details of the receipt or recovery, to the Agent;

	 
	(b)	 	the Agent shall determine whether the receipt or recovery is in excess of
the amount the Recovering Finance Party would have been paid had the receipt or
recovery been received or made by the Agent and distributed in accordance with Clause
33 (Payment mechanics), without taking account of any Tax which would be imposed on
the Agent in relation to the receipt, recovery or distribution; and

	 
	(c)	 	the Recovering Finance Party shall, within three Business Days of demand by
the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt
or recovery less any amount which the Agent determines may be retained by the
Recovering Finance Party as its share of any payment to be made, in accordance with
Clause 33.6 (Partial payments).





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	32.2	 	Redistribution of payments

	 
	 	 	The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor
and distribute it between the Finance Parties (other than the Recovering Finance Party)
(the “Sharing Finance Parties”) in accordance with Clause 33.6 (Partial payments) towards
the obligations of that Obligor to the Sharing Finance Parties.











	32.3	 	Recovering Finance Party’s rights

	 
	 	 	On a distribution by the Agent under Clause 32.2 (Redistribution of payments) of a payment
received by a Recovering Finance Party from an Obligor, as between the relevant Obligor
and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing
Payment will be treated as not having been paid by that Obligor.











	32.4	 	Reversal of redistribution

	 
	 	 	If any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:







	 	(a)	 	each Sharing Finance Party shall, upon request of the Agent, pay to the
Agent for the account of that Recovering Finance Party an amount equal to the
appropriate part of its share of the Sharing Payment (together with an amount as is
necessary to reimburse that Recovering Finance Party for its proportion of any
interest on the Sharing Payment which that Recovering Finance Party is required to
pay) (the “Redistributed Amount”); and

	 
	 	(b)	 	as between the relevant Obligor and each relevant Sharing Finance Party, an
amount equal to the relevant Redistributed Amount will be treated as not having been
paid by that Obligor.











	32.5	 	Exceptions







	 	(a)	 	This Clause 32 shall not apply to the extent that the Recovering Finance
Party would not, after making any payment pursuant to this Clause, have a valid and
enforceable claim against the relevant Obligor.

	 
	 	(b)	 	A Recovering Finance Party is not obliged to share with any other Finance
Party any amount which the Recovering Finance Party has received or recovered as a
result of taking legal or arbitration proceedings, if:







	 	(i)	 	it notified the other Finance Party of the legal or
arbitration proceedings; and

	 
	 	(ii)	 	the other Finance Party had an opportunity to participate
in those legal or arbitration proceedings but did not do so as soon as
reasonably practicable having received notice and did not take separate
legal or arbitration proceedings.





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SECTION 11




ADMINISTRATION









	33	 	PAYMENT MECHANICS











	33.1	 	Payments to the Agent







	 	(a)	 	On each date on which an Obligor or a Lender is required to make a payment
under a Finance Document, that Obligor or Lender shall make the same available to the
Agent (unless a contrary indication appears in a Finance Document) for value on the
due date at the time and in such funds specified by the Agent as being customary at
the time for settlement of transactions in the relevant currency in the place of
payment.

	 
	 	(b)	 	Payment shall be made to such account in the principal financial centre of
the country of that currency with such bank as the Agent specifies.











	33.2	 	Distributions by the Agent

	 
	 	 	Each payment received by the Agent under the Finance Documents for another Party shall,
subject to Clause 33.3 (Distributions to an Obligor) and Clause 33.4 (Clawback) be made
available by the Agent as soon as practicable after receipt to the Party entitled to
receive payment in accordance with this Agreement (in the case of a Lender, for the
account of its Facility Office), to such account as that Party may notify to the Agent by
not less than five Business Days’ notice with a bank in the principal financial centre of
the country of that currency.











	33.3	 	Distributions to an Obligor

	 
	 	 	The Agent may (with the consent of the Obligor or in accordance with Clause 34 (Set-Off))
apply any amount received by it for that Obligor in or towards payment (on the date and in
the currency and funds of receipt) of any amount due from that Obligor under the Finance
Documents or in or towards purchase of any amount of any currency to be so applied.











	33.4	 	Clawback







	 	(a)	 	Where a sum is to be paid to the Agent under the Finance Documents for
another Party, the Agent is not obliged to pay that sum to that other Party (or to
enter into or perform any related exchange contract) until it has been able to
establish to its satisfaction that it has actually received that sum.

	 
	 	(b)	 	If the Agent pays an amount to another Party and it proves to be the case
that the Agent had not actually received that amount, then the Party to whom that
amount (or the proceeds of any related exchange contract) was paid by the Agent shall
on demand refund the same to the Agent together with interest on that amount from the
date of payment to the date of receipt by the Agent, calculated by the Agent to
reflect its cost of funds.











	33.5	 	Impaired Agent







	 	(a)	 	If, at any time, the Agent becomes an Impaired Agent, an Obligor or a
Lender which is required to make a payment under the Finance Documents to the Agent
in accordance with Clause 33.1 (Payments to the Agent) may instead either pay that





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	 	 	 	amount direct to the required recipient or pay that amount to an interest-bearing
account held with an Acceptable Bank within the meaning of paragraph (a) of the
definition of “Acceptable Bank” and in relation to which no Insolvency Event has
occurred and is continuing, in the name of the Obligor or the Lender making the
payment and designated as a trust account for the benefit of the Party or Parties
beneficially entitled to that payment under the Finance Documents. In each case
such payments must be made on the due date for payment under the Finance
Documents.







	 	(b)	 	All interest accrued on the amount standing to the credit of the trust
account shall be for the benefit of the beneficiaries of that trust account pro rata
to their respective entitlements.

	 
	 	(c)	 	A Party which has made a payment in accordance with this Clause 33.5 shall
be discharged of the relevant payment obligation under the Finance Documents and
shall not take any credit risk with respect to the amounts standing to the credit of
the trust account.

	 
	 	(d)	 	Promptly upon the appointment of a successor Agent in accordance with
Clause 29.12 (Replacement of the Agent), each Party which has made a payment to a
trust account in accordance with this Clause 33.5 shall give all requisite
instructions to the bank with whom the trust account is held to transfer the amount
(together with any accrued interest) to the successor Agent for distribution in
accordance with Clause 33.2 (Distributions by the Agent).











	33.6	 	Partial payments







	 	(a)	 	If the Agent receives a payment for application against amounts due in
respect of any Finance Documents that is insufficient to discharge all the amounts
then due and payable by an Obligor under those Finance Documents, the Agent shall
apply that payment towards the obligations of that Obligor under those Finance
Documents in the following order:







	 	(i)	 	first, in or towards payment pro rata of any unpaid fees,
costs and expenses of the Agent and the Security Agent under those Finance
Documents;

	 
	 	(ii)	 	secondly, in or towards payment pro rata of any accrued
interest, fee or commission due but unpaid under those Finance Documents;

	 
	 	(iii)	 	thirdly, in or towards payment pro rata of any principal
due but unpaid under those Finance Documents; and

	 
	 	(iv)	 	fourthly, in or towards payment pro rata of any other sum
due but unpaid under the Finance Documents.







	 	(b)	 	The Agent shall, if so directed by the Majority Lenders, vary the order set
out in paragraphs (a)(ii) to (iv) above.

	 
	 	(c)	 	Paragraphs (a) and (b) above will override any appropriation made by an
Obligor.











	33.7	 	Set-off by Obligors

	 
	 	 	All payments to be made by an Obligor under the Finance Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or counterclaim.





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	33.8	 	Business Days







	 	(a)	 	Any payment which is due to be made on a day that is not a Business Day
shall be made on the next Business Day in the same calendar month (if there is one)
or the preceding Business Day (if there is not).

	 
	 	(b)	 	During any extension of the due date for payment of any principal or Unpaid
Sum under this Agreement interest is payable on the principal or Unpaid Sum at the
rate payable on the original due date.











	33.9	 	Currency of account







	 	(a)	 	Subject to paragraphs (b) to (e) below, the Currency is the currency of
account and payment for any sum due from an Obligor under any Finance Document.

	 
	 	(b)	 	A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall
be made in the currency in which that Loan or Unpaid Sum is denominated on its due
date.

	 
	 	(c)	 	Each payment of interest shall be made in the currency in which the sum in
respect of which the interest is payable was denominated when that interest accrued.

	 
	 	(d)	 	Each payment in respect of costs, expenses or Taxes shall be made in the
currency in which the costs, expenses or Taxes are incurred.

	 
	 	(e)	 	Any amount expressed to be payable in a currency other than the Currency
shall be paid in that other currency.











	33.10	 	Change of currency







	 	(a)	 	Unless otherwise prohibited by law, if more than one currency or currency
unit are at the same time recognised by the central bank of any country as the lawful
currency of that country, then:







	 	(i)	 	any reference in the Finance Documents to, and any
obligations arising under the Finance Documents in, the currency of that
country shall be translated into, or paid in, the currency or currency unit
of that country designated by the Agent (after consultation with the
Borrower); and

	 
	 	(ii)	 	any translation from one currency or currency unit to
another shall be at the official rate of exchange recognised by the central
bank for the conversion of that currency or currency unit into the other,
rounded up or down by the Agent (acting reasonably).







	 	(b)	 	If a change in any currency of a country occurs, this Agreement will, to
the extent the Agent (acting reasonably and after consultation with the Borrower)
specifies to be necessary, be amended to comply with any generally accepted
conventions and market practice in the Relevant Interbank Market and otherwise to
reflect the change in currency.











	33.11	 	Disruption to Payment Systems etc.

	 
	 	 	If either the Agent determines (in its discretion) that a Disruption Event has occurred or
the Agent is notified by the Borrower that a Disruption Event has occurred:





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	 	(a)	 	the Agent may, and shall if requested to do so by the Borrower, consult
with the Borrower with a view to agreeing with the Borrower such changes to the
operation or administration of the Facility as the Agent may deem necessary in the
circumstances;

	 
	 	(b)	 	the Agent shall not be obliged to consult with the Borrower in relation to
any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to
do so in the circumstances and, in any event, shall have no obligation to agree to
such changes;

	 
	 	(c)	 	the Agent may consult with the Finance Parties in relation to any changes
mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it
is not practicable to do so in the circumstances;

	 
	 	(d)	 	any such changes agreed upon by the Agent and the Borrower shall (whether
or not it is finally determined that a Disruption Event has occurred) be binding upon
the Parties as an amendment to (or, as the case may be, waiver of) the terms of the
Finance Documents notwithstanding the provisions of Clause 39 (Amendments and
Waivers);

	 
	 	(e)	 	the Agent shall not be liable for any damages, costs or losses whatsoever
(including, without limitation for negligence, gross negligence or any other category
of liability whatsoever but not including any claim based on the fraud of the Agent)
arising as a result of its taking, or failing to take, any actions pursuant to or in
connection with this Clause 33.11; and

	 
	 	(f)	 	the Agent shall notify the Finance Parties of all changes agreed pursuant
to paragraph (d) above.











	34	 	SET-OFF

	 
	 	 	A Finance Party may set off any matured obligation due from an Obligor under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any matured
obligation owed by that Finance Party to that Obligor, regardless of the place of payment,
booking branch or currency of either obligation. If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of exchange
in its usual course of business for the purpose of the set-off.











	35	 	NOTICES











	35.1	 	Communications in writing

	 
	 	 	Any communication to be made under or in connection with the Finance Documents shall be
made in writing and, unless otherwise stated, may be made by fax or letter.











	35.2	 	Addresses

	 
	 	 	The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to be made or
delivered under or in connection with the Finance Documents is:







	 	(a)	 	in the case of those persons who are Parties as at the date of execution of
this Agreement, that identified with its name on the execution page; and





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	 	(b)	 	in the case of any other Party from time to time, that notified in writing
to the Agent on or prior to the date on which it becomes a Party,







	 	 	or any substitute address, fax number or department or officer as the Party may notify to
the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent)
by not less than five Business Days’ notice.











	35.3	 	Delivery







	 	(a)	 	Any communication or document made or delivered by one person to another
under or in connection with the Finance Documents will only be effective:







	 	(i)	 	if by way of fax, when received in legible form; or

	 
	 	(ii)	 	if by way of letter, when it has been left at the
relevant address or [five] Business Days after being deposited in the post
postage prepaid in an envelope addressed to it at that address,







	 	 	 	and, if a particular department or officer is specified as part of its address
details provided under Clause 35.2 (Addresses), if addressed to that department
or officer.

	 
	 	(b)	 	Any communication or document to be made or delivered to the Agent or the
Security Agent will be effective only when actually received by the Agent or Security
Agent and then only if it is expressly marked for the attention of the department or
officer identified with the Agent’s or Security Agent’s signature below (or any
substitute department or officer as the Agent or Security Agent shall specify for
this purpose).

	 
	 	(c)	 	All notices from or to an Obligor shall be sent through the Agent.

	 
	 	(d)	 	Any communication or document made or delivered to the Parent in accordance
with this Clause 35.3 will be deemed to have been made or delivered to each of the
Obligors.











	35.4	 	Notification of address and fax number

	 
	 	 	Promptly upon receipt of notification of an address or fax number or change of address or
fax number pursuant to Clause 35.2 (Addresses) or changing its own address or fax number,
the Agent shall notify the other Parties.











	35.5	 	Communication when Agent is Impaired Agent

	 
	 	 	If the Agent is an Impaired Agent the Parties may, instead of communicating with each
other through the Agent, communicate with each other directly and (while the Agent is an
Impaired Agent) all the provisions of the Finance Documents which require communications
to be made or notices to be given to or by the Agent shall be varied so that
communications may be made and notices given to or by the relevant Parties directly. This
provision shall not operate after a replacement Agent has been appointed.











	35.6	 	Electronic communication







	 	(a)	 	Any communication to be made between the Agent or the Security Agent and a
Lender under or in connection with the Finance Documents may be made by electronic
mail or other electronic means, if the Agent, the Security Agent and the relevant
Lender:





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	 	(i)	 	notify each other in writing of their electronic mail
address and/or any other information required to enable the sending and
receipt of information by that means; and

	 
	 	(ii)	 	notify each other of any change to their address or any
other such information supplied by them.







	 	(b)	 	Any electronic communication made between the Agent and a Lender or the
Security Agent will be effective only when actually received in readable form and in
the case of any electronic communication made by a Lender to the Agent or the
Security Agent only if it is addressed in such a manner as the Agent or Security
Agent shall specify for this purpose.

	 
	 	(c)	 	The Agent and the Lenders agree that electronic communication shall be an
accepted form of communication for purposes of information provision to the Agent and
the Lenders by the Borrower under Clause 21 (Information Undertakings) save in
relation to Clause 21.11 (“Know your customers” checks”).











	35.7	 	Use of websites







	 	(a)	 	The Parent may satisfy its obligation under this Agreement to deliver any
information in relation to Lenders (the “Website Lenders”) by posting this
information onto an electronic website designated by the Parent (the “Designated
Website”) if:







	 	(i)	 	both the Parent and the Agent are aware of the address of
and any relevant password specifications for the Designated Website; and

	 
	 	(ii)	 	the information is in a format such as Microsoft Word,
Microsoft Excel, portable display format (PDF), or other format previously
agreed between the Parent and the Agent.







	 	(b)	 	The Agent shall supply each Website Lender with the address of and any
relevant password specifications for the Designated Website following designation of
that website by the Parent and the Agent.

	 
	 	(c)	 	The Parent shall promptly upon becoming aware of its occurrence notify the
Agent if:







	 	(i)	 	the Designated Website cannot be accessed due to
technical failure;

	 
	 	(ii)	 	the password specifications for the Designated Website
change;

	 
	 	(iii)	 	any new information which is required to be provided
under this Agreement is posted onto the Designated Website;

	 
	 	(iv)	 	any existing information which has been provided under
this Agreement and posted onto the Designated Website is amended; or

	 
	 	(v)	 	the Parent becomes aware that the Designated Website or
any information posted onto the Designated Website is or has been infected
by any electronic virus or similar software.







	 	 	 	If the Parent notifies the Agent under paragraph (c)(i) or paragraph (c)(v)
above, all information to be provided by the Parent under this Agreement after
the date of





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	 	 	 	that notice shall be supplied in paper form unless and until the Agent and each
Website Lender is satisfied that the circumstances giving rise to the
notification are no longer continuing.







	 	(d)	 	Any Website Lender may request, through the Agent, one paper copy of any
information required to be provided under this Agreement which is posted onto the
Designated Website. The Parent shall at its own cost comply with any such request
within ten Business Days.

	 
	 	(e)	 	This Clause 35.7 (Use of websites) shall be subject to the terms of
paragraph (c) of 35.6 (Electronic communication).











	35.8	 	English language







	 	(a)	 	Any notice given under or in connection with any Finance Document must be
in English.

	 
	 	(b)	 	All other documents provided under or in connection with any Finance
Document must be:







	 	(i)	 	in English; or

	 
	 	(ii)	 	if not in English, and if so required by the Agent,
accompanied by a certified English translation and, in this case, the
English translation will prevail unless the document is a constitutional,
statutory or other official document.











	36	 	CALCULATIONS AND CERTIFICATES











	36.1	 	Accounts

	 
	 	 	In any litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance Party are prima
facie evidence of the matters to which they relate.











	36.2	 	Certificates and determinations

	 
	 	 	Any certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive evidence of the matters
to which it relates.











	36.3	 	Day count convention

	 
	 	 	Any interest, commission or fee accruing under a Finance Document will accrue from day to
day and is calculated on the basis of the actual number of days elapsed and a year of 360
days or, in any case where the practice in the Relevant Interbank Market differs, in
accordance with that market practice.











	37	 	PARTIAL INVALIDITY

	 
	 	 	If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way
be affected or impaired.





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	38	 	REMEDIES AND WAIVERS

	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any Finance Party or
Secured Party, any right or remedy under the Finance Documents shall operate as a waiver,
nor shall any single or partial exercise of any right or remedy prevent any further or
other exercise or the exercise of any other right or remedy. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any rights or remedies
provided by law.











	39	 	AMENDMENTS AND WAIVERS











	39.1	 	Required consents







	 	(a)	 	Subject to Clause 39.2 (Exceptions) any term of the Finance Documents may
be amended or waived only with the consent of the Majority Lenders and the Borrower
and the Parent and any such amendment or waiver will be binding on all Parties.

	 
	 	(b)	 	The Agent may effect, on behalf of any Finance Party, any amendment or
waiver permitted by this Clause 39.

	 
	 	(c)	 	Each Obligor agrees to any such amendment or waiver permitted by this
Clause 39 which is agreed to by the Parent. This includes any amendment or waiver
which would, but for this paragraph (c), require the consent of all of the
Guarantors.











	39.2	 	Exceptions







	 	(a)	 	An amendment or waiver that has the effect of changing or which relates to:







	 	(i)	 	the definition of “Majority Lenders” in Clause 1.1
(Definitions);

	 
	 	(ii)	 	an extension to the date of payment of any amount under
the Finance Documents;

	 
	 	(iii)	 	a reduction in the Margin or a reduction in the amount
of any payment of principal, interest, fees or commission payable;

	 
	 	(iv)	 	a change in currency of payment of any amount under the
Finance Documents;

	 
	 	(v)	 	an increase in or an extension of any Commitment or the
Total Commitments;

	 
	 	(vi)	 	a change to the Borrowers or Guarantors other than in
accordance with Clause 28 (Changes to the Obligors);

	 
	 	(vii)	 	any provision which expressly requires the consent of
all the Lenders;

	 
	 	(viii)	 	Clause 2.2 (Finance Parties’ rights and obligations), Clause 8 (Mandatory
prepayment), Clause 26 (Changes to the Lenders) or this Clause 39;

	 
	 	(ix)	 	(other than as expressly permitted by the provisions of
any Finance Document) the nature or scope of:





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	 	(A)	 	the guarantee and indemnity granted
under Clause 19 (Guarantee and Indemnity);

	 
	 	(B)	 	the Charged Property; or

	 
	 	(C)	 	the manner in which the proceeds of
enforcement of the Transaction Security are distributed,







	 	 	 	(except in the case of paragraph (B) and paragraph (C) above, insofar
as it relates to a sale or disposal of an asset which is the subject of
the Transaction Security where such sale or disposal is expressly
permitted under this Agreement or any other Finance Document); or

	 
	 	(x)	 	the release of any guarantee and indemnity granted under
Clause 19 (Guarantee and Indemnity) or of any Transaction Security unless
permitted under this Agreement or any other Finance Document or relating to
a sale or disposal of an asset which is the subject of the Transaction
Security where such sale or disposal is expressly permitted under this
Agreement or any other Finance Document,







	 	 	 	shall not be made without the prior consent of all the Lenders.

	 
	 	(b)	 	An amendment or waiver which relates to the rights or obligations of the
Agent, the Arranger, the Security Agent or a Hedge Counterparty (each in their
capacity as such) may not be effected without the consent of the Agent, the Arranger,
the Security Agent or, as the case may be, that Hedge Counterparty.











	39.3	 	Replacement of Lender







	 	(a)	 	If at any time:







	 	(i)	 	any Lender becomes a Non-Consenting Lender (as defined in
paragraph (c) below); or

	 
	 	(ii)	 	an Obligor becomes obliged to repay any amount in
accordance with Clause 7.1 (Illegality) or to pay additional amounts
pursuant to Clause 15.1 (Increased Costs) or Clause 14.2 (Tax gross-up) to
any Lender in excess of amounts payable to the other Lenders generally,







	 	 	 	then the Borrower may, on 5 Business Days’ prior written notice to the Agent and
such Lender, replace such Lender by requiring such Lender to (and such Lender
shall) transfer pursuant to Clause 26 (Changes to the Lenders) all (and not part
only) of its rights and obligations under this Agreement to a Lender or other
bank, financial institution, trust, fund or other entity (a “Replacement Lender”)
selected by the Borrower, and which is acceptable to the Agent (acting
reasonably) which confirms its willingness to assume and does assume all the
obligations of the transferring Lender (including the assumption of the
transferring Lender’s participations on the same basis as the transferring
Lender) for a purchase price in cash payable at the time of transfer equal to the
outstanding principal amount of such Lender’s participation in the outstanding
Loans and all accrued interest, Break Costs and other amounts payable in relation
thereto under the Finance Documents.

	 
	 	(b)	 	The replacement of a Lender pursuant to this Clause shall be subject to the
following conditions:





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	 	(i)	 	the Borrower shall have no right to replace the Agent or
Security Agent;

	 
	 	(ii)	 	neither the Agent nor the Lender shall have any
obligation to the Borrower to find a Replacement Lender;

	 
	 	(iii)	 	in the event of a replacement of a Non-Consenting Lender
such replacement must take place no later than 5 days after the date the
Non-Consenting Lender notifies the Borrower and the Agent of its failure or
refusal to give a consent in relation to, or agree to any waiver or
amendment to the Finance Documents requested by the Borrower; and

	 
	 	(iv)	 	in no event shall the Lender replaced under this
paragraph (b) be required to pay or surrender to such Replacement Lender any
of the fees received by such Lender pursuant to the Finance Documents.







	 	(c)	 	In the event that:







	 	(i)	 	the Borrower or the Agent (at the request of the
Borrower) has requested the Lenders to give a consent in relation to, or to
agree to a waiver or amendment of, any provisions of the Finance Documents;

	 
	 	(ii)	 	the consent, waiver or amendment in question requires the
approval of all the Lenders; and

	 
	 	(iii)	 	Lenders whose Commitments aggregate more than 80 per
cent. of the Total Commitments (or, if the Total Commitments have been
reduced to zero, aggregated more than 80 per cent. of the Total Commitments
prior to that reduction) have consented or agreed to such waiver or
amendment,







	 	 	 	then any Lender who does not and continues not to consent or agree to such waiver
or amendment shall be deemed a “Non-Consenting Lender”.











	40	 	CONFIDENTIALITY











	40.1	 	Confidential Information

	 
	 	 	Each Finance Party agrees to keep all Confidential Information confidential and not to
disclose it to anyone, save to the extent permitted by Clause 40.2 (Disclosure of
Confidential Information) and Clause 40.3 (Disclosure to numbering service providers), and
to ensure that all Confidential Information is protected with security measures and a
degree of care that would apply to its own confidential information.











	40.2	 	Disclosure of Confidential Information

	 
	40.2.1	 	Any Finance Party may disclose:







	 	(a)	 	to any of its Affiliates and any of its or their officers, directors,
employees, professional advisers, auditors, partners and Representatives such
Confidential Information as that Finance Party shall consider appropriate if any
person to whom the Confidential Information is to be given pursuant to this paragraph
(a) is informed in writing of its confidential nature and that some or all of such
Confidential Information may be price-sensitive information except that there shall
be no such requirement to so inform if the recipient is subject to professional





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	 	 	 	obligations to maintain the confidentiality of the information or is otherwise
bound by requirements of confidentiality in relation to the Confidential
Information;







	 	(b)	 	to any person:







	 	(i)	 	to (or through) whom it assigns or transfers (or may
potentially assign or transfer) all or any of its rights and/or obligations
under one or more Finance Documents and to any of that person’s Affiliates,
Representatives and professional advisers;

	 
	 	(ii)	 	with (or through) whom it enters into (or may potentially
enter into), whether directly or indirectly, any sub-participation in
relation to, or any other transaction under which payments are to be made or
may be made by reference to, one or more Finance Documents and/or one or
more Obligors and to any of that person’s Affiliates, Representatives and
professional advisers;

	 
	 	(iii)	 	appointed by any Finance Party or by a person to whom
paragraph (b)(i) or (ii) above applies to receive communications, notices,
information or documents delivered pursuant to the Finance Documents on its
behalf (including, without limitation, any person appointed under paragraph
(d) of Clause 29.14 (Relationship with the Lenders));

	 
	 	(iv)	 	who invests in or otherwise finances (or may potentially
invest in or otherwise finance), directly or indirectly, any transaction
referred to in paragraph (b)(i) or (b) (ii) above;

	 
	 	(v)	 	to whom information is required or requested to be
disclosed by any court of competent jurisdiction or any governmental,
banking, taxation or other regulatory authority or similar body, the rules
of any relevant stock exchange or pursuant to any applicable law or
regulation;

	 
	 	(vi)	 	to whom or for whose benefit that Finance Party charges,
assigns or otherwise creates Security (or may do so) pursuant to Clause 26.8
(Security over Lenders’ rights);

	 
	 	(vii)	 	to whom information is required to be disclosed in
connection with, and for the purposes of, any litigation, arbitration,
administrative or other investigations, proceedings or disputes;

	 
	 	(viii)	 	who is a Party; or

	 
	 	(ix)	 	with the consent of the Borrower;







	 	 	 	in each case, such Confidential Information as that Finance Party shall consider
appropriate if:







	 	(A)	 	in relation to paragraphs (b)(i),
(b)(ii) and (b)(iii) above, the person to whom the Confidential
Information is to be given has entered into a Confidentiality
Undertaking except that there shall be no requirement for a
Confidentiality Undertaking if the recipient is a professional
adviser and is subject to professional obligations to maintain the
confidentiality of the Confidential Information;





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	 	(B)	 	in relation to paragraph (b)(iv)
above, the person to whom the Confidential Information is to be
given has entered into a Confidentiality Undertaking or is
otherwise bound by requirements of confidentiality in relation to
the Confidential Information they receive and is informed that
some or all of such Confidential Information may be
price-sensitive information;

	 
	 	(C)	 	in relation to paragraphs (b)(v),
(b)(vi) and (b)(vii) above, the person to whom the Confidential
Information is to be given is informed of its confidential nature
and that some or all of such Confidential Information may be
price-sensitive information except that there shall be no
requirement to so inform if, in the opinion of that Finance Party,
it is not practicable so to do in the circumstances;







	 	(c)	 	to any person appointed by that Finance Party or by a person to whom
paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement
services in respect of one or more of the Finance Documents including without
limitation, in relation to the trading of participations in respect of the Finance
Documents, such Confidential Information as may be required to be disclosed to enable
such service provider to provide any of the services referred to in this paragraph
(c) if the service provider to whom the Confidential Information is to be given has
entered into a confidentiality agreement substantially in the form of the LMA Master
Confidentiality Undertaking for Use With Administration/Settlement Service Providers
or such other form of confidentiality undertaking agreed between the Parent and the
relevant Finance Party;

	 
	 	(d)	 	to any rating agency (including its professional advisers) such
Confidential Information as may be required to be disclosed to enable such rating
agency to carry out its normal rating activities in relation to the Finance Documents
and/or the Obligors if the rating agency to whom the Confidential Information is to
be given is informed of its confidential nature and that some or all of such
Confidential Information may be price-sensitive information;

	 
	 	(e)	 	as required by Clause 40.2.2 (USA Patriot Act Notices).







	40.2.2	 	USA PATRIOT Act Notices

	 
	 	 	Each Lender that is subject to the Act (as hereinafter defined) and the Agent (for itself
and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies Borrower and each Guarantor, which information includes the name and address of
Borrower and each Guarantor and other information that will allow such Lender or the
Agent, as applicable, to identify Borrower and each Guarantor in accordance with the Act.











	40.3	 	Disclosure to numbering service providers







	 	(a)	 	Any Finance Party may disclose to any national or international numbering
service provider appointed by that Finance Party to provide identification numbering
services in respect of this Agreement, the Facilities and/or one or more Obligors the
following information:





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	 	(i)	 	names of Obligors;

	 
	 	(ii)	 	country of domicile of Obligors;

	 
	 	(iii)	 	place of incorporation of Obligors;

	 
	 	(iv)	 	date of this Agreement;

	 
	 	(v)	 	the names of the Agent and the Arranger;

	 
	 	(vi)	 	date of each amendment and restatement of this Agreement;

	 
	 	(vii)	 	amount of Total Commitments;

	 
	 	(viii)	 	currencies of the Facilities;

	 
	 	(ix)	 	type of Facilities;

	 
	 	(x)	 	ranking of Facilities;

	 
	 	(xi)	 	Termination Date for Facilities;

	 
	 	(xii)	 	changes to any of the information previously supplied
pursuant to paragraphs (i) to (xi) above; and

	 
	 	(xiii)	 	such other information agreed between such Finance Party and the Parent,







	 	 	 	to enable such numbering service provider to provide its usual syndicated loan
numbering identification services.

	 
	 	(b)	 	The Parties acknowledge and agree that each identification number assigned
to this Agreement, the Facilities and/or one or more Obligors by a numbering service
provider and the information associated with each such number may be disclosed to
users of its services in accordance with the standard terms and conditions of that
numbering service provider.

	 
	 	(c)	 	Each Obligor represents that none of the information set out in paragraphs
(i) to (xiii) of paragraph (a) above is, nor will at any time be, unpublished
price-sensitive information.

	 
	 	(d)	 	The Agent shall notify the Parent and the other Finance Parties of:







	 	(i)	 	the name of any numbering service provider appointed by
the Agent in respect of this Agreement, the Facilities and/or one or more
Obligors; and

	 
	 	(ii)	 	the number or, as the case may be, numbers assigned to
this Agreement, the Facilities and/or one or more Obligors by such numbering
service provider.











	40.4	 	Entire agreement

	 
	 	 	This Clause 40 (Confidentiality) constitutes the entire agreement between the Parties in
relation to the obligations of the Finance Parties under the Finance Documents regarding





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	 	 	Confidential Information and supersedes any previous agreement, whether express or
implied, regarding Confidential Information.











	40.5	 	Inside information

	 
	 	 	Each of the Finance Parties acknowledges that some or all of the Confidential Information
is or may be price-sensitive information and that the use of such information may be
regulated or prohibited by applicable legislation including securities law relating to
insider dealing and market abuse and each of the Finance Parties undertakes not to use any
Confidential Information for any unlawful purpose.











	40.6	 	Notification of disclosure

	 
	 	 	Each of the Finance Parties agrees (to the extent permitted by law and regulation) to
inform the Borrower:







	 	(a)	 	of the circumstances of any disclosure of Confidential Information made
pursuant to paragraph (b)(v) of Clause 40.2 (Disclosure of Confidential Information)
except where such disclosure is made to any of the persons referred to in that
paragraph during the ordinary course of its supervisory or regulatory function; and

	 
	 	(b)	 	upon becoming aware that Confidential Information has been disclosed in
breach of this Clause 40 (Confidentiality).











	40.7	 	Continuing obligations

	 
	 	 	The obligations in this Clause 40 (Confidentiality) are continuing and, in particular,
shall survive and remain binding on each Finance Party for a period of twelve months from
the earlier of:







	 	(a)	 	the date on which all amounts payable by the Obligors under or in
connection with the Finance Documents have been paid in full and all Commitments have
been cancelled or otherwise cease to be available; and

	 
	 	(b)	 	the date on which such Finance Party otherwise ceases to be a Finance
Party.











	41	 	COUNTERPARTS

	 
	 	 	Each Finance Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the Finance
Document.







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SECTION 12




GOVERNING LAW AND ENFORCEMENT









	42	 	GOVERNING LAW

	 
	 	 	This Agreement and any non-contractual obligations arising out of or in connection with it
are governed by English law.











	43	 	ENFORCEMENT











	43.1	 	Jurisdiction of English courts







	 	(a)	 	The courts of England have exclusive jurisdiction to settle any dispute
arising out of or in connection with this Agreement (including a dispute relating to
the existence, validity or termination of this Agreement or any non-contractual
obligation arising out of or in connection with this Agreement) (a “Dispute”).

	 
	 	(b)	 	The Parties agree that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no Party will argue to the
contrary.

	 
	 	(c)	 	This Clause 43.1 is for the benefit of the Finance Parties and Secured
Parties only. As a result, no Finance Party or Secured Party shall be prevented from
taking proceedings relating to a Dispute in any other courts with jurisdiction. To
the extent allowed by law, the Finance Parties and Secured Parties may take
concurrent proceedings in any number of jurisdictions.











	43.2	 	Service of process







	 	(a)	 	Without prejudice to any other mode of service allowed under any relevant
law, each Obligor (other than an Obligor incorporated in England and Wales):







	 	(i)	 	irrevocably appoints Gulf Offshore N.S. Limited as its
agent for service of process in relation to any proceedings before the
English courts in connection with any Finance Document and Gulf Offshore
N.S. Limited, by its execution of the letter referred to in paragraph 6(a)
of Schedule 2 (Conditions Precedent), accepts that appointment; and

	 
	 	(ii)	 	agrees that failure by an agent for service of process to
notify the relevant Obligor of the process will not invalidate the
proceedings concerned.







	 	(b)	 	If any person appointed as an agent for service of process is unable for
any reason to act as agent for service of process, the Parent (on behalf of all the
Obligors) must immediately (and in any event within 7 days of such event taking
place) appoint another agent on terms acceptable to the Agent. Failing this, the
Agent may appoint another agent for this purpose.

	 
	 	(c)	 	The Obligors expressly agrees and consents to the provisions of this Clause
43 and Clause 42 (Governing law).






This Agreement has been entered into on the date stated at the beginning of this Agreement.




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SCHEDULES








SCHEDULE 1 — THE ORIGINAL PARTIES








Part 1 — The Original Obligors




	 	 	 
	 
	 	 
	Name of Borrower

	 	Registration number (or equivalent, if any)
	 

	 	Jurisdiction of Incorporation
	 
	 	 
	GulfMark Americas, Inc.

	 	Delaware
	 

	 	Charter Number- 4071108
	 
	 	 
	Name of Original Guarantor

	 	Registration number (or equivalent, if any)
	 

	 	Jurisdiction of Incorporation
	 
	 	 
	GulfMark Offshore, Inc

	 	Delaware
	 

	 	Charter Number- 2689611






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Part II — The Original Lenders




	 	 	 
	Name of Original Lender	 	Commitment
	 
	 	 
	The Royal Bank of Scotland plc

	 	US $200,000,000






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SCHEDULE 2 — CONDITIONS PRECEDENT





	1	 	Obligors







	 	(a)	 	Certified true copies of the following:-







	 	(i)	 	Certificate of Incorporation of GulfMark Americas, Inc.;

	 
	 	(ii)	 	Certificate of Incorporation of GulfMark Offshore, Inc.;

	 
	 	(iii)	 	Certificate of Incorporation of GulfMark Management, Inc.;

	 
	 	(iv)	 	Certificate of Good Standing (Texas) for GulfMark Americas, Inc.;

	 
	 	(v)	 	Certificate of Good Standing (Texas) for GulfMark
Offshore, Inc.;

	 
	 	(vi)	 	Certificate of Good Standing (Delaware) for GulfMark
Americas, Inc.;

	 
	 	(vii)	 	Certificate of Good Standing (Delaware) for GulfMark
Offshore, Inc.;

	 
	 	(viii)	 	Certificate of Good Standing (Delaware) for GulfMark Management, Inc.;

	 
	 	(ix)	 	Certificate of UCC Search from Delaware on GulfMark
Americas, Inc.;

	 
	 	(x)	 	Certificate of UCC Search from Delaware on GulfMark
Offshore, Inc.;

	 
	 	(xi)	 	Certificate of UCC Search from Delaware on GulfMark
Management, Inc.;

	 
	 	(xii)	 	Bylaws of GulfMark Americas, Inc.;

	 
	 	(xiii)	 	Bylaws of GulfMark Offshore, Inc.;

	 
	 	(xiv)	 	Bylaws of GulfMark Management, Inc.;

	 
	 	(xv)	 	Certificate of Responsible Officer with respect to
Domicile Address, EIN and Charter Number for GulfMark Americas, Inc.;

	 
	 	(xvi)	 	Certificate of Responsible Officer with respect to
Domicile Address, EIN and Charter Number for GulfMark Offshore, Inc.;

	 
	 	(xvii)	 	Certificate of Responsible Officer with respect to Domicile Address, EIN
and Charter Number for GulfMark Management, Inc.;

	 
	 	(xviii)	 	Corporate Resolutions and Certificates of Incumbency.







	 	(b)	 	A copy of a resolution of the board of directors of each Original Obligor
and GulfMark Management, Inc:







	 	(i)	 	approving the terms of, and the transactions contemplated
by, the Finance Documents to which it is a party and resolving that it
execute, deliver and perform the Finance Documents to which it is a party;





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	 	(ii)	 	authorising a specified person or persons to execute the
Finance Documents to which it is a party on its behalf; and

	 
	 	(iii)	 	authorising a specified person or persons, on its
behalf, to sign and/or despatch all documents and notices (including, if
relevant, any Utilisation Request and Selection Notice) to be signed and/or
despatched by it under or in connection with the Finance Documents to which
it is a party.







	 	(c)	 	A specimen of the signature of each person authorised by the resolution
referred to in paragraph (b) above in relation to the Finance Documents and related
documents.

	 
	 	(d)	 	A certificate of the Parent confirming that borrowing or guaranteeing or
securing, as appropriate, the Total Commitments would not cause any borrowing,
guarantee, security or similar limit binding on any Original Obligor or GulfMark
Management, Inc to be exceeded.

	 
	 	(e)	 	A certificate of an authorised signatory of the Parent or other relevant
Original Obligor certifying that each copy of its certificate of incorporation,
bylaws or resolutions specified in this Schedule 2 is correct, complete and in full
force and effect and has not been amended or superseded as at a date no earlier than
the date of this Agreement.







	2	 	Finance Documents







	 	(a)	 	This Agreement executed by the members of the Group party to this
Agreement.

	 
	 	(b)	 	The Fee Letter executed by the Borrower.

	 
	 	(c)	 	The Hedging Letter in agreed form and executed by the Parent.

	 
	 	(d)	 	In relation to existing security in favour of DVB: (i) authorisation by DVB
to file Release and Termination of Fleet Mortgage from DVB; (ii) authorisation by DVB
to file UCC-3 Termination to Financing Statements from DVB.

	 
	 	(e)	 	True copy of ENI and Shell charters.

	 
	 	(f)	 	At least two originals of the following Transaction Security Documents
executed (save in relation to the Draft UCC-1 Financing Statements) by the parties
specified below opposite the relevant Transaction Security Document:






	 	 	 	 
	Name of Original Obligor or 

member of Obligor’s Group

	 	 	Transaction Security Document
	 	 	 	 
	The Borrower

	 	 	The Original Mortgage
	 	 	 	 
	The Borrower

	 	 	The Assignment of Insurances together
with executed notice of assignment
	 	 	 	 
	GulfMark Management Inc

	 	 	The Original Share Pledge and Guaranty
Agreement
	 	 	 	 
	The Borrower

	 	 	Collateral Exhibit in respect of
Original Mortgages
	 	 	 	 





126









 






	 	 	 	 
	Name of Original Obligor or 

member of Obligor’s Group

	 	 	Transaction Security Document
	 	 	 	 
	The Borrower

	 	 	Acknowledgement of Share Pledge
	 	 	 	 
	GulfMark Management Inc and
Borrower

	 	 	Draft UCC-1 Financing Statements
	 	 	 	 
	GulfMark Management Inc

	 	 	Blank Stock Power in respect of shares
of the Borrower
	 	 	 	 
	The Borrower

	 	 	Charter Assignment (together with
executed notice of assignment) and
Security Agreement
	 	 	 	 
	GulfMark Management Inc

	 	 	Guaranty
	 	 	 	 






	 	(g)	 	The original share certificates, transfers and stock transfer forms or
equivalent duly executed by GulfMark Management Inc. in relation to the Original
Share Pledge.







	3	 	Insurance







	 	(a)	 	An original copy of the Insurance Report.

	 
	 	(b)	 	A sample Certificate of Insurance (in agreed form) from Aon Risk Services,
the Borrower’s insurance brokers, evidencing the insurance cover proposed to be in
place in respect of the Collateral Vessels immediately after the date of this
Agreement including details of inter alia:-







	 	(i)	 	full details of the assured clause;

	 
	 	(ii)	 	the period of the policies;

	 
	 	(iii)	 	the interests (subject matter) insured and the insured
values/ amounts/ limits;

	 
	 	(iv)	 	the policy trading warranties;

	 
	 	(v)	 	full details of the policy terms and conditions including
deductibles and any warranties;

	 
	 	(vi)	 	copies of any non-standard or bespoke clauses or
wordings;

	 
	 	(vii)	 	full details of the insurers and their individual
percentage participation and including details of any intermediary brokers;
and

	 
	 	(viii)	 	details of the applicable law and jurisdiction.







	 	(c)	 	Letter from Arthur J. Gallagher & Co to The Royal Bank of Scotland plc
confirming that, following its receipt of notice(s) of assignment and loss payable
clauses in relation to the relevant Insurances, it shall initiate actions for
issuance of letters of undertaking regarding such Insurances from:







	 	(i)	 	Arthur J. Gallagher & Co, the Borrower’s insurance
brokers;





127









 






	 	(ii)	 	UK Mutual War Risk Association Limited, war risk
insurers; and

	 
	 	(iii)	 	The Steamship Mutual Undertaking Association (Bermuda)
Limited, P&I club.







	 	(d)	 	Confirmation from Aon Risk Services to the Borrower and Bankserve Insurance
Services Ltd that, following its receipt of notice(s) of assignment in relation to
the relevant Insurances, it shall issue a letter of undertaking in its usual form
substantially equivalent to the letter issued by Arthur J. Gallagher & Co.







	4	 	Contracts

	 
	 	 	A copy certified as true, complete and up to date of the Indenture dated 21 July 2004 made
between the Parent and U.S. Bank National Association for the issue by the Parent of 7.75%
Senior Notes due 2014.

	 
	5	 	Legal opinions

	 
	 	 	The following legal opinions, each addressed to the Agent, the Security Agent and the
Original Lenders and capable of being relied upon by any persons who become Lenders
pursuant to the primary syndication of the Facility.







	 	(a)	 	A legal opinion of McGrigors LLP, UK legal advisers to the Agent and the
Arranger as to English law substantially in the form distributed to the Original
Lenders prior to signing this Agreement.

	 
	 	(b)	 	A legal opinion of Fulbright & Jaworski LLP, US legal advisers to the
Borrower and Parent as to US and Delaware law substantially in the form distributed
to the Original Lenders prior to signing this Agreement.

	 
	 	(c)	 	A legal opinion of Strasburger & Price, LLP, US legal advisers to the
Borrower and Parent as to US and Delaware law substantially in the form distributed
to the Original Lenders prior to signing this Agreement.







	6	 	Other documents and evidence







	 	(a)	 	Evidence that any process agent referred to in Clause 43.2 (Service of
process), if not an Original Obligor, has accepted its appointment.

	 
	 	(b)	 	The Budget.

	 
	 	(c)	 	A copy of the agreed form Compliance Certificate to be delivered by the
Responsible Officer pursuant to paragraph (c) of Clause 21.2 (Provision and contents
of Compliance Certificate).

	 
	 	(d)	 	An email including a link to the Original Financial Statements of the
Group.

	 
	 	(e)	 	A certificate signed by an authorised signatory of the Parent showing the
Group Structure Chart of the Group.







	7	 	Recent trading accounts of Borrower and Parent

	 
	 	 	An email including a link to the Form 10-Q of the Parent as filed with the Securities
Exchange Commission for each of the quarters ended March 31, June 30, and September 30,
2009.





128









 






	8	 	Initial Appraisal Date valuations of Collateral Vessels

	 
	 	 	Copy reports confirming Appraised Values of the Collateral Vessels as at a date not
earlier than 30 November 2009.

	 
	9	 	Evidence of Borrower’s title

	 
	 	 	Evidence that on the Utilisation Date (i) the Collateral Vessels are registered under the
flag stated in Schedule 9 (The Collateral Vessels) in the ownership of the Borrower and
(ii) the relevant Original Mortgages will be capable of being immediately registered
against the Collateral Vessels with first priority.

	 
	10	 	Confirmation of class

	 
	 	 	Save in relation to the vessel IBERVILLE, a Certificate of Confirmation of Class
confirming that each Collateral Vessel is classed with the highest class applicable to
vessels of her type with a Pre-Approved Classification Society.

	 
	11	 	Vessel Documents

	 
	 	 	Photocopies, certified as true, accurate and complete by an authorised signatory of the
Borrower, of the current SMC of each of the Collateral Vessels together with all addenda,
amendments or supplements.

	 
	12	 	Other documents and evidence







	 	(a)	 	Evidence that, except as otherwise agreed, the fees, costs and expenses
then due from the Borrower pursuant to Clause 18 (Costs and expenses) have been paid
or will be paid by the first Utilisation Date.

	 
	 	(b)	 	The Funds Flow Statement in a form agreed by the Parent and the Agent
detailing the proposed movement of funds on or before the Utilisation Date.

	 
	 	(c)	 	Pay-off letter from DVB confirming balance of Existing Debt to paid off as
at the date of this Agreement.

	 
	 	(d)	 	The executed Utilisation Request.

	 
	 	(e)	 	The agreed form Fleet Report Template.

	 
	 	(f)	 	The Disclosure Schedule.





129









 















SCHEDULE 3 — REQUESTS AND NOTICES








Part I — Utilisation Request




	 	 	 
	From:

	 	[Borrower]
	To:

	 	[Agent]
	Dated:
	 	 






Dear Sirs




Senior Facilities Agreement

dated [                    ] (the “Facilities Agreement”)





	1	 	We refer to that certain Facility Agreement, dated as of                     , 2009, (the
“Facility
Agreement”), among the GulfMark Americas, Inc., the GulfMark Offshore, Inc., the financial
institutions listed in Part II of Schedule 1 thereto, as lenders, and The Royal Bank of
Scotland plc, as agent of the Finance Parties and as security trustee for the Secured Parties.
This is a Utilisation Request. Terms defined in the Facility Agreement have the same meaning
in this Utilisation Request unless given a different meaning in this Utilisation Request.

	 
	2	 	We wish to borrow the Loan on the following terms:







	 	(a)	 	Borrower:     [               ]

	 
	 	(b)	 	Proposed Utilisation Date:     [               ] (or, if that is not a Business
Day, the next Business Day)

	 
	 	(c)	 	Amount:     [               ] or, if less, the Available Facility

	 
	 	(d)	 	Interest Period:     [               ]







	3	 	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.

	 
	4	 	[The proceeds of this Loan should be credited to [account]].

	 
	5	 	This Utilisation Request is irrevocable.






Yours faithfully




...................................................

authorised signatory for

[Borrower]




130









 












Part II — Selection Notice




Applicable to a Loan




	 	 	 
	From:

	 	Borrower
	 
	 	 
	To:

	 	[Agent]
	 
	 	 
	Dated:
	 	 






Dear Sirs




Facility Agreement

dated [          ] (the “Facility Agreement”)





	1	 	We refer to the Facility Agreement, dated as of                     , 2009, (the “Facility
Agreement”),
among the GulfMark Americas, Inc., the GulfMark Offshore, Inc., the financial institutions
listed in Part II of Schedule 1 thereto, as lenders, and The Royal Bank of Scotland plc, as
agent of the Finance Parties and as security trustee for the Secured Parties. This is a
Selection Notice. Terms defined in the Facility Agreement have the same meaning in this
Selection Notice unless given a different meaning in this Selection Notice.

	 
	2	 	We refer to the following Loan(s) with an Interest Period(s) ending on [     ].

	 
	3	 	We request that the next Interest Period for the above Loan is [     ].

	 
	4	 	This Selection Notice is irrevocable.






Yours faithfully




.............................................

authorised signatory for

[the Parent on behalf of] [insert name of Borrower] *




NOTES:





	*	 	Amend as appropriate. The Selection Notice can be given by the Borrower or the Parent.





131









 















SCHEDULE 4 — MANDATORY COST FORMULA





	1	 	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of
compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.

	 
	2	 	On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall
calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to
the percentage participation of each Lender in the relevant Loan) and will be expressed as a
percentage rate per annum.

	 
	3	 	The Additional Cost Rate for any Lender lending from a Facility Office in a Participating
Member State will be the percentage notified by that Lender to the Agent. This percentage
will be certified by that Lender in its notice to the Agent to be its reasonable determination
of the cost (expressed as a percentage of that Lender’s participation in all Loans made from
that Facility Office) of complying with the minimum reserve requirements of the European
Central Bank in respect of loans made from that Facility Office.

	 
	4	 	The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom
will be calculated by the Agent as follows:







	 	(a)	 	in relation to a sterling Loan:







		 	per cent. per annum







	 	(b)	 	in relation to a Loan in any currency other than sterling:







		 	per cent. per annum.







	 	 	Where:







	 	A	 	is the percentage of Eligible Liabilities (assuming these to be in excess
of any stated minimum) which that Lender is from time to time required to maintain as
an interest free cash ratio deposit with the Bank of England to comply with cash
ratio requirements.

	 
	 	B	 	is the percentage rate of interest (excluding the Margin and the Mandatory
Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in
paragraph (a) of Clause 10.3 (Default interest)) payable for the relevant Interest
Period on the Loan.

	 
	 	C	 	is the percentage (if any) of Eligible Liabilities which that Lender is
required from time to time to maintain as interest bearing Special Deposits with the
Bank of England.

	 
	 	D	 	is the percentage rate per annum payable by the Bank of England to the
Agent on interest bearing Special Deposits.





132









 






	 	E	 	is designed to compensate Lenders for amounts payable under the Fees Rules
and is calculated by the Agent as being the average of the most recent rates of
charge supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and
expressed in pounds per £1,000,000.







	5	 	For the purposes of this Schedule:







	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings given to
them from time to time under or pursuant to the Bank of England Act 1998 or (as may
be appropriate) by the Bank of England;

	 
	 	(b)	 	“Fees Rules” means the rules on periodic fees contained in the Financial
Services Authority Fees Manual or such other law or regulation as may be in force
from time to time in respect of the payment of fees for the acceptance of deposits;

	 
	 	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate); and

	 
	 	(d)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.







	6	 	In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.

	 
	7	 	If requested by the Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Agent, the rate of charge
payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules
in respect of the relevant financial year of the Financial Services Authority (calculated for
this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that
Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff
Base of that Reference Bank.

	 
	8	 	Each Lender shall supply any information required by the Agent for the purpose of calculating
its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the
following information on or prior to the date on which it becomes a Lender:







	 	(a)	 	the jurisdiction of its Facility Office; and

	 
	 	(b)	 	any other information that the Agent may reasonably require for such
purpose.







	 	 	Each Lender shall promptly notify the Agent of any change to the information provided by
it pursuant to this paragraph.

	 
	9	 	The percentages of each Lender for the purpose of A and C above and the rates of charge of
each Reference Bank for the purpose of E above shall be determined by the Agent based upon the
information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that,
unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to
cash ratio deposits and Special Deposits are the same as those of a typical bank from its
jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility
Office.





133









 






	10	 	The Agent shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.

	 
	11	 	The Agent shall distribute the additional amounts received as a result of the Mandatory Cost
to the Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
above.

	 
	12	 	Any determination by the Agent pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all Parties.

	 
	13	 	The Agent may from time to time, after consultation with the Parent and the Lenders,
determine and notify to all Parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time
to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all Parties.





134









 















SCHEDULE 5 — FORM OF TRANSFER CERTIFICATE




	 	 	 
	To:

	 	[               ] as Agent and
[               ] as Security Agent
	 
	 	 
	From:

	 	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)
	 
	 	 
	Dated:
	 	 






[Parent] — [               ] Facility Agreement

dated [               ] (the “Facility Agreement”)





	1	 	We refer to the Facility Agreement, dated as of                     , 2009, (the “Facility
Agreement”),
among the GulfMark Americas, Inc., the GulfMark Offshore, Inc., the financial institutions
listed in Part II of Schedule 1 thereto, as lenders, and The Royal Bank of Scotland plc, as
agent of the Finance Parties and as security trustee for the Secured Parties. This agreement
(the “Agreement”) shall take effect as a Transfer Certificate for the purpose of the Facility
Agreement. Terms defined in the Facility Agreement have the same meaning in this Agreement
unless given a different meaning in this Agreement.

	 
	2	 	We refer to clause 26.5 (Procedure for transfer) of the Facility Agreement:







	 	(a)	 	The Existing Lender and the New Lender agree to the Existing Lender
transferring to the New Lender by novation all or part of the Existing Lender’s
Commitment, rights and obligations referred to in the Schedule in accordance with
Clause 26.5 (Procedure for transfer).

	 
	 	(b)	 	The proposed Transfer Date is [          ].

	 
	 	(c)	 	The Facility Office and address, fax number and attention details for
notices of the New Lender for the purposes of Clause 35.2 (Addresses) are set out in
the Schedule.







	3	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in paragraph (c) of Clause 26.4 (Limitation of responsibility of Existing Lenders).

	 
	4	 	The New Lender confirms, for the benefit of the Agent and without liability to any Obligor,
that it is: [state item applicable]







	 	(a)	 	[a Qualifying Lender falling within paragraph (i)(A) [or paragraph (ii)] of
the definition of Qualifying Lender);]

	 
	 	(b)	 	[a Treaty Lender.]







	5	 	[The New Lender confirms that the person beneficially entitled to interest payable to that
Lender in respect of an advance under a Finance Document is either:







	 	(a)	 	a company resident in the United Kingdom for United Kingdom tax purposes;

	 
	 	(b)	 	a partnership each member of which is:







	 	(i)	 	a company so resident in the United Kingdom; or





135









 






	 	(ii)	 	a company not so resident in the United Kingdom which
carries on a trade in the United Kingdom through a permanent establishment
and which brings into account in computing its chargeable profits (within
the meaning of section 19 of the CTA) the whole of any share of interest
payable in respect of that advance that falls to it by reason of Part 17 of
the CTA; or







	 	(c)	 	a company not so resident in the United Kingdom which carries on a trade in
the United Kingdom through a permanent establishment and which brings into account
interest payable in respect of that advance in computing the chargeable profits
(within the meaning of section 19 of the CTA) of that company.]







	[5/6]	 	This Agreement may be executed in any number of counterparts and
this has the same effect as if the signatures on the counterparts
were on a single copy of this Agreement.

	 
	[6/7]	 	This Agreement and any non-contractual obligations arising out of or
in connection with it are governed by English law.

	 
	[7/8]	 	 This Agreement has been entered into on the date stated at the beginning of this Agreement.







	Note:	 	The execution of this Transfer Certificate may not transfer a proportionate share of the
Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the
responsibility of the New Lender to ascertain whether any other documents or other formalities
are required to perfect a transfer of such a share in the Existing Lender’s Transaction
Security in any jurisdiction and, if so, to arrange for execution of those documents and
completion of those formalities.





136









 











THE SCHEDULE




Commitment/rights and obligations to be transferred




[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for

payments,]




	 	 	 	 	 	 
	 	[Existing Lender]

	 	 	[New Lender]	 
	 	By:

	 	 	By:	 
	 




This Agreement is accepted as a Transfer Certificate for the purposes of the Facility Agreement by
the Agent, and the Transfer Date is confirmed as [     ].




[Agent]




By:




[Security Agent]




By:




137









 





SCHEDULE 6 — FORM OF ASSIGNMENT AGREEMENT




	 	 	 
	To:

	 	[          ] as Agent and [          ],
[          ] as Security Agent, [          ] as Parent, for and on behalf
of each Obligor
	 
	 	 
	From:

	 	[the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)
	 
	 	 
	Dated:
	 	 






[Parent] — [     ] Senior Facilities Agreement

dated [     ] (the “Facilities Agreement”)





	1	 	We refer to the Facility Agreement, dated as of                     , 2009, (the “Facility
Agreement”),
among the GulfMark Americas, Inc., the GulfMark Offshore, Inc., the financial institutions
listed in Part II of Schedule 1 thereto, as lenders, and The Royal Bank of Scotland plc, as
agent of the Finance Parties and as security trustee for the Secured Parties . This is an
Assignment Agreement. This agreement (the “Agreement”) shall take effect as an Assignment
Agreement for the purpose of the Facility Agreement. Terms defined in the Facility Agreement
have the same meaning in this Agreement unless given a different meaning in this Agreement.

	 
	2	 	We refer to Clause 26.6 (Procedure for assignment) of the Facilities Agreement:







	 	(a)	 	The Existing Lender assigns absolutely to the New Lender all the rights of
the Existing Lender under the Facility Agreement, the other Finance Documents and in
respect of the Transaction Security which correspond to that portion of the Existing
Lender’s Commitments and participations in Loans under the Facility Agreement as
specified in the Schedule.

	 
	 	(b)	 	The Existing Lender is released from all the obligations of the Existing
Lender which correspond to that portion of the Existing Lender’s Commitments and
participations in Loans under the Facility Agreement specified in the Schedule.

	 
	 	(c)	 	The New Lender becomes a Party as a Lender and is bound by obligations
equivalent to those from which the Existing Lender is released under paragraph (b)
above.







	3	 	The proposed Transfer Date is [     ].

	 
	4	 	On the Transfer Date the New Lender becomes party to the relevant Finance Documents as a
Lender.

	 
	5	 	The Facility Office and address, fax number and attention details for notices of the New
Lender for the purposes of Clause 35.2 (Addresses) are set out in the Schedule.

	 
	6	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in paragraph (c) of Clause 26.4 (Limitation of responsibility of Existing Lenders).

	 
	7	 	The New Lender confirms, for the benefit of the Agent and without liability to any Obligor,
that it is:





138









 












	 	(a)	 	[a Qualifying Lender falling within paragraph (i)(A) [or paragraph (ii)] of
the definition of Qualifying Lender;]

	 
	 	(b)	 	[a Treaty Lender;]

	 
	 	(c)	 	[not a Qualifying Lender].







	8	 	[The New Lender confirms that the person beneficially entitled to interest payable to that
Lender in respect of an advance under a Finance Document is either:







	 	(a)	 	a company resident in the United Kingdom for United Kingdom tax purposes;
or

	 
	 	(b)	 	a partnership each member of which is:







	 	(i)	 	a company so resident in the United Kingdom; or

	 
	 	(ii)	 	a company not so resident in the United Kingdom which
carries on a trade in the United Kingdom through a permanent establishment
and which brings into account in computing its chargeable profits (within
the meaning of section 19 of the CTA) the whole of any share of interest
payable in respect of that advance that falls to it by reason of Part 17 of
the CTA; or







	 	(c)	 	a company not so resident in the United Kingdom which carries on a trade in
the United Kingdom through a permanent establishment and which brings into account
interest payable in respect of that advance in computing the chargeable profits
(within the meaning of section 19 of the CTA) of that company.]







	[9/10]	 	 This Agreement acts as notice to the Agent (on behalf of each
Finance Party) and, upon delivery in accordance with Clause 26.7
(Copy of Transfer Certificate or Assignment Agreement to Parent),
to the Parent (on behalf of each Obligor) of the assignment
referred to in this Agreement.

	 
	[10/11]	 	This Agreement may be executed in any number of counterparts and
this has the same effect as if the signatures on the counterparts
were on a single copy of this Agreement.

	 
	[11/12]	 	This Agreement and any non-contractual obligations arising out of
or in connection with it are governed by English law.

	 
	[12/13]	 	This Agreement has been entered into on the date stated at the beginning of this Agreement.

	 
	Note:	 	The execution of this Assignment Agreement may not transfer a proportionate share of the
Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the
responsibility of the New Lender to ascertain whether any other documents or other formalities
are required to perfect a transfer of such a share in the Existing Lender’s Transaction
Security in any jurisdiction and, if so, to arrange for execution of those documents and
completion of those formalities.





139









 











THE SCHEDULE




Commitment/rights and obligations to be transferred by assignment, release and accession




[insert relevant details]




[Facility office address, fax number and attention details for notices and account details for

payments]




	 	 	 	 	 	 
	 	[Existing Lender]

	 	 	[New Lender]	 
	 	By:

	 	 	By:	 
	 




This Agreement is accepted as an Assignment Agreement for the purposes of the Facility Agreement by
the Agent, and the Transfer Date is confirmed as [ ].



Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice
of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each
Finance Party.




[Agent]




By:




[Security Agent]




By:




140









 









SCHEDULE 7 — LMA FORM OF CONFIDENTIALITY UNDERTAKING




	 	 	 
	To:

	 	[POTENTIAL LENDER]
	 
	 	 
	From:

	 	The Royal Bank of Scotland plc (as agent, the “Agent”)
	 
	 	 
	Date:
	 	 






Dear Sirs



US $200,000,000 Facility Agreement dated [   ] December 2009 (the “Facility Agreement”) in relation
to GulfMark Americas, Inc (the “Company”)



We understand that you are considering participating in the Facility. In consideration of us
agreeing to make available to you certain information, by your signature of a copy of this letter
you agree as follows:





	1	 	Confidentiality Undertaking

	 
	 	 	You undertake:

	 
	1.1	 	to keep all Confidential Information confidential and not to disclose it to anyone, save to
the extent permitted by paragraph 2 below and to ensure that all Confidential Information is
protected with security measures and a degree of care that would apply to your own
confidential information;

	 
	1.2	 	to keep confidential and not disclose to anyone except as provided for by paragraph 2 below
the fact that the Confidential Information has been made available or that discussions or
negotiations are taking place or have taken place between us in connection with the Facility;
and

	 
	1.3	 	to use the Confidential Information only for the Permitted Purpose.

	 
	2	 	Permitted Disclosure

	 
	 	 	We agree that you may disclose such Confidential Information and such of those matters
referred to in paragraph 1.2 above as you shall consider appropriate:

	 
	2.1	 	to members of the Participant Group and their officers, directors, employees, professional
advisers and auditors if any person to whom the Confidential Information is to be given
pursuant to this paragraph 2.1 is informed in writing of its confidential nature and that
some or all of such Confidential Information may be price-sensitive information, except that
there shall be no such requirement to so inform if the recipient is subject to professional
obligations to maintain the confidentiality of the information or is otherwise bound by
requirements of confidentiality in relation to the Confidential Information;

	 
	2.2	 	to any person to whom information is required or requested to be disclosed by any
governmental, banking, taxation or other regulatory authority or similar body, the rules of
any relevant stock exchange or pursuant to any applicable law or regulation; and





141









 






	2.3	 	with the prior written consent of us and the Company.

	 
	3	 	Notification of Disclosure

	 
	 	 	You agree (to the extent permitted by law and regulation) to inform us:

	 
	3.1	 	of the circumstances of any disclosure of Confidential Information made pursuant to paragraph
2.2 above except where such disclosure is made to any of the persons referred to in that
paragraph during the ordinary course of its supervisory or regulatory function; and

	 
	3.2	 	upon becoming aware that Confidential Information has been disclosed in breach of this
letter.

	 
	4	 	Return of Copies

	 
	 	 	If you do not participate in the Facility and we so request in writing, you shall return
all Confidential Information supplied to you by us and destroy or permanently erase (to
the extent technically practicable) all copies of Confidential Information made by you and
use all reasonable endeavours to ensure that anyone to whom you have supplied any
Confidential Information destroys or permanently erases (to the extent technically
practicable) such Confidential Information and any copies made by them, in each case save
to the extent that you or the recipients are required to retain any such Confidential
Information by any applicable law, rule or regulation or by any competent judicial,
governmental, supervisory or regulatory body or in accordance with internal policy, or
where the Confidential Information has been disclosed under paragraph 2.2 above.

	 
	5	 	Continuing Obligations

	 
	 	 	The obligations in this letter are continuing and, in particular, shall survive the
termination of any discussions or negotiations between you and us. Notwithstanding the
previous sentence, the obligations in paragraphs 1 to 9 of this letter shall cease on the
earlier of (a) the date on which you become a party to the Facility Agreement or (b)
twelve months after the date of this letter.

	 
	6	 	No Representation; Consequences of Breach, etc

	 
	 	 	You acknowledge and agree that:

	 
	6.1	 	neither we nor any of our officers, employees or advisers (each a “Relevant Person”) (i) make
any representation or warranty, express or implied, as to, or assume any responsibility for,
the accuracy, reliability or completeness of any of the Confidential Information or any other
information supplied by us or any member of the Group or the assumptions on which it is based
or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential
Information or any other information supplied by us or any member of the Group or be otherwise
liable to you or any other person in respect of the Confidential Information or any such
information; and

	 
	6.2	 	we or members of the Group may be irreparably harmed by the breach of the terms of this
letter and damages may not be an adequate remedy; each Relevant Person or member of the Group
may be granted an injunction or specific performance for any threatened or actual breach of
the provisions of this letter by you.





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	7	 	Entire Agreement; No Waiver; Amendments, etc

	 
	7.1	 	This letter constitutes the entire agreement between us in relation to your obligations
regarding Confidential Information and supersedes any previous agreement, whether express or
implied, regarding Confidential Information.

	 
	7.2	 	No failure or delay in exercising any right or remedy under this letter will operate as a
waiver thereof nor will any single or partial exercise of any right or remedy preclude any
further exercise thereof or the exercise of any other right or remedy under this letter.

	 
	7.3	 	The terms of this letter and your obligations under this letter may only be amended or
modified by written agreement between us.

	 
	8	 	Inside Information

	 
	 	 	You acknowledge that some or all of the Confidential Information is or may be
price-sensitive information and that the use of such information may be regulated or
prohibited by applicable legislation including securities law relating to insider dealing
and market abuse and you undertake not to use any Confidential Information for any
unlawful purpose.

	 
	9	 	Nature of Undertakings

	 
	 	 	The undertakings given by you under paragraphs 1 to 9 of this letter are given to us and
(without implying any fiduciary obligations on our part) are also given for the benefit of
the Company and each other member of the Group.

	 
	10	 	Third Party Rights

	 
	10.1	 	Subject to this paragraph 10 and to paragraphs 6 and 9, a person who is not a party to this
letter has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties
Act”) to enforce or to enjoy the benefit of any term of this letter.

	 
	10.2	 	The Relevant Persons and each member of the Group may enjoy the benefit of the terms of
paragraphs 6 and 9 subject to and in accordance with this paragraph 10 and the provisions of
the Third Parties Act.

	 
	10.3	 	Notwithstanding any provisions of this letter, the parties to this letter do not require the
consent of any Relevant Person or any member of the Group to rescind or vary this letter at
any time.

	 
	11	 	Governing Law and Jurisdiction

	 
	11.1	 	This letter and the agreement constituted by your acknowledgement of its terms (the “Letter”)
and any non-contractual obligations arising out of or in connection with it (including any
non-contractual obligations arising out of the negotiation of the transaction contemplated by
this Letter) are governed by English law.

	 
	11.2	 	The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or
in connection with this Letter (including a dispute relating to any non-contractual obligation
arising out of or in connection with either this Letter or the negotiation of the transaction
contemplated by this Letter).

	 
	12	 	Definitions

	 
	 	 	In this letter (including the acknowledgement set out below):





143









 






	 	 	“Confidential Information” means all information relating to the Company, any Obligor, the
Group, the Finance Documents and/or the Facility which is provided to you in relation to
the Finance Documents or Facility by us or any of our affiliates or advisers, in whatever
form, and includes information given orally and any document, electronic file or any other
way of representing or recording information which contains or is derived or copied from
such information but excludes information that:







	 	(a)	 	is or becomes public information other than as a direct or indirect result
of any breach by you of this letter; or

	 
	 	(b)	 	is identified in writing to you at the time of delivery as non-confidential
by us or our advisers; or

	 
	 	(c)	 	is known by you before the date the information is disclosed to you by us
or any of our affiliates or advisers or is lawfully obtained by you after that date,
from a source which is, as far as you are aware, unconnected with the Group and
which, in either case, as far as you are aware, has not been obtained in breach of,
and is not otherwise subject to, any obligation of confidentiality.







	 	 	“Facility” means the US$200,000,000 term loan facility made available to the Company
pursuant to the Facility Agreement.

	 
	 	 	“Finance Documents” means the documents defined in the Facility Agreement as Finance
Documents.

	 
	 	 	“Group” means the Company, the Parent and each of their respective Subsidiaries for the
time being.

	 
	 	 	“Obligor” means a borrower or a guarantor under the Facility Agreement.

	 
	 	 	“Parent” means GulfMark Offshore, Inc as more particularly described in the Facility
Agreement.

	 
	 	 	“Participant Group” means you, each of your holding companies and subsidiaries and each
subsidiary of each of your holding companies (as each such term is defined in the
Companies Act 2006).

	 
	 	 	“Permitted Purpose” means considering and evaluating whether to enter into the Facility.

	 
	 	 	“Subsidiaries” has the meaning given in the Facility Agreement.






Please acknowledge your agreement to the above by signing and returning the enclosed copy.




Yours faithfully




................................................

For and on behalf of

[Arranger]





144











 





	 	 	 
	To:

	 	[Arranger]
	 

	 	The Company and each other member of the Group





We acknowledge and agree to the above:





                    
                   
 

For and on behalf of

[Potential Lender]




145









 









SCHEDULE 8 — TIMETABLE




	 	 	 	 	 
	Action	 	Time	 	 
	 
	 	 	 	 
	Delivery of a duly completed
Utilisation Request (Clause 5.1
(Delivery of a Utilisation Request))
or a Selection Notice (Clause 11.1
(Selection of Interest Periods and
Terms))

	 	U-3




9am
	 	 
	 
	 	 	 	 
	Agent determines (in relation to a
Utilisation) the Amount of the Loan,
if required under Clause 5.4
(Original Lenders’ Advance) and
notifies the Lenders of the Loan in
accordance with Clause 5.4 (Original
Lenders’ Advance)

	 	U-3




noon	 	 
	 
	 	 	 	 
	LIBOR is fixed

	 	Quotation Day as

of 11:00 a.m.	 	 






	 	 	 	 	 
	“U”

	 	=
	 	date of utilisation or, if applicable, in the case of a Loan that has
already been borrowed, the first day of the relevant Interest Period
for that Loan.
	“U — X”

	 	=
	 	X Business Days prior to date of utilisation






146









 










SCHEDULE 9 — THE COLLATERAL VESSELS




	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Vessel	 	 	Vessel ID (Official Number)	 	 	Year Built	 	 	Registry/Flag	 
	 	1. ORLEANS
	 	 	1151394	 	 	2004	 	 	United States	 
	 	2. BOURBON
	 	 	1156133	 	 	2004	 	 	United States	 
	 	3. ROYAL
	 	 	1159200	 	 	2004	 	 	United States	 
	 	4. CHARTRES
	 	 	1160318	 	 	2004	 	 	United States	 
	 	5. IBERVILLE
	 	 	1163367	 	 	2004	 	 	United States	 
	 	6. BIENVILLE
	 	 	1163970	 	 	2004	 	 	United States	 
	 	7. CONTI
	 	 	1166313	 	 	2005	 	 	United States	 
	 	8. ST. LOUIS
	 	 	1167668	 	 	2005	 	 	United States	 
	 	9. TOULOUSE
	 	 	1169977	 	 	2005	 	 	United States	 
	 	10. ESPLANADE
	 	 	1173548	 	 	2005	 	 	United States	 
	 	11. FIRST AND TEN
	 	 	1195773	 	 	2007	 	 	United States	 
	 	12. DOUBLE EAGLE
	 	 	1200748	 	 	2007	 	 	United States	 
	 	13. TRIPLE PLAY
	 	 	1203989	 	 	2007	 	 	United States	 
	 	14. GRAND SLAM
	 	 	1204678	 	 	2007	 	 	United States	 
	 	15. SLAM DUNK
	 	 	1204681	 	 	2008	 	 	United States	 
	 	16. TOUCHDOWN
	 	 	1204682	 	 	2008	 	 	United States	 
	 	17. HAT TRICK
	 	 	1204683	 	 	2008	 	 	United States	 
	 	18. SLAP SHOT
	 	 	1204684	 	 	2008	 	 	United States	 
	 	19. HOMERUN
	 	 	1204685	 	 	2008	 	 	United States	 
	 	20. HAMMERHEAD
	 	 	1203577	 	 	2007	 	 	United States	 
	 	21. SAILFISH
	 	 	1195627	 	 	2007	 	 	United States	 
	 	22. BLUEFIN
	 	 	1209252	 	 	2008	 	 	United States	 
	 	23. KNOCKOUT
	 	 	1204686	 	 	2008	 	 	United States	 
	 





147









 










SIGNATURES




THE PARENT AND ORIGINAL GUARANTOR




GULFMARK OFFSHORE, INC.




	 	 	 
	By:

	 	/s/ QUINTIN V. KNEEN
	 
	 	 
	Address:

	 	10111 Richmond Avenue, Suite 340, Houston, Texas 79042
	 
	 	 
	Fax:

	 	(713) 221-2428
	 
	 	 
	Attention:

	 	Chief Financial Officer






THE BORROWER




GULFMARK AMERICAS, INC.




	 	 	 
	By:

	 	/s/ QUINTIN V. KNEEN
	 
	 	 
	Address:

	 	10111 Richmond Avenue, Suite 340, Houston, Texas 79042
	 
	 	 
	Fax:

	 	(713) 221-2428
	 
	 	 
	Attention:

	 	Chief Financial Officer






THE ARRANGER




THE ROYAL BANK OF SCOTLAND PLC




	 	 	 
	By:

	 	/s/ ALAN MACDONALD
	 
	 	 
	Address:

	 	1 Albyn Place, Aberdeen, AB10 1BR
	 
	 	 
	Fax:

	 	+44 (0) 1224 289 368
	 
	 	 
	Attention:

	 	David Canning






148









 






THE AGENT




THE ROYAL BANK OF SCOTLAND PLC




	 	 	 
	By:

	 	/s/ ALAN MACDONALD
	 
	 	 
	Address:

	 	1 Albyn Place, Aberdeen, AB10 1BR
	 
	 	 
	Fax:

	 	+44 (0) 1224 289 368
	 
	 	 
	Attention:

	 	David Canning






THE SECURITY AGENT




THE ROYAL BANK OF SCOTLAND PLC




	 	 	 
	By:

	 	/s/ ALAN MACDONALD
	 
	 	 
	Address:

	 	1 Albyn Place, Aberdeen, AB10 1BR
	 
	 	 
	Fax:

	 	+44 (0) 1224 289 368
	 
	 	 
	Attention:

	 	David Canning






THE ORIGINAL LENDER




THE ROYAL BANK OF SCOTLAND PLC




	 	 	 
	By:

	 	/s/ ALAN MACDONALD
	 
	 	 
	Address:

	 	1 Albyn Place, Aberdeen, AB10 1BR
	 
	 	 
	Fax:

	 	+44 (0) 1224 289 368
	 
	 	 
	Attention:

	 	David Canning







149